Exhibit 10.1

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT (hereinafter called this “Amendment”) is entered into as of March 28, 2014, by and among MIDSTATES PETROLEUM COMPANY, INC., a Delaware corporation (the “Parent”), MIDSTATES PETROLEUM COMPANY LLC, a Delaware limited liability company (the “Borrower”), the Lenders party hereto, and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

WITNESSETH:

WHEREAS, Borrower, Administrative Agent, the Issuing Lender, the Swing Line Lender and the lenders party thereto (the “Lenders”) entered into that certain Second Amended and Restated Credit Agreement dated as of June 8, 2012 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”), whereby the Lenders have agreed to make certain loans to Borrower upon the terms and conditions set forth therein;

WHEREAS, on or after the date hereof, the Borrower and Parent intend to sell, transfer, convey or otherwise dispose of certain portions of the Borrower’s Oil and Gas Properties located in the State of Louisiana (each such disposition, a “Louisiana Disposition”);

WHEREAS, in furtherance thereof, the Borrower, as seller, and Tana Exploration Company LLC, as purchaser, have entered into a certain Purchase and Sale Agreement dated as of March 5, 2014, pursuant to which Borrower will sell, transfer, convey or otherwise dispose of certain of its oil and gas properties in Evangeline Parish, Louisiana (the disposition thereof, the “Pine Prairie Disposition”);

WHEREAS, to provide for additional liquidity for the Borrower and Parent during the pendency of the Louisiana Dispositions (if any) or in the event no material Louisiana Disposition is consummated, Borrower and Parent propose to incur certain additional secured indebtedness pursuant to a new senior secured bridge credit facility (the “Bridge Facility”) substantially on the terms set forth on Exhibit A;

WHEREAS, the Borrower has requested that, upon (a) the consummation of any Louisiana Disposition, (b) the Bridge Facility Effective Date, or (c) the Pine Prairie Disposition, that in the case of (i) clauses (a) or (c), the portion of the Borrower’s Oil and Gas Properties and any personal property directly related thereto disposed of thereby and (ii) clause (b), all of the Borrower’s Oil and Gas Properties located in the State of Louisiana and any personal property directly related thereto, in each case, be released from the lien and security interest of the Security Documents and, in regards to the entering into of definitive documentation for the Bridge Facility, the Borrower be permitted to grant a first priority mortgage lien on, and securities interest in, such Oil and Gas Properties to secure the Bridge Facility;

WHEREAS, the Administrative Agent and the Lenders party hereto have determined that, upon the first to occur of (a) the consummation of one or more Louisiana Dispositions in exchange for an aggregate consideration (including consideration for prior Louisiana Dispositions, if applicable) of at least $100,000,000, (b) the Pine Prairie Disposition and (c)

Bridge Facility Effective Date, the currently effective Conforming Borrowing Base of $500,000,000 shall be automatically reduced to $475,000,000 until otherwise redetermined in accordance with the Credit Agreement (which affirmation of the currently effective Conforming Borrowing Base of $500,000,000, together with the potential reduction in the Conforming Borrowing Base, shall constitute the April 1, 2014 Scheduled Borrowing Base Determination);

WHEREAS, Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement as described herein; and

WHEREAS, Administrative Agent and the Lenders are willing to amend the Credit Agreement as requested by Borrower, subject to the terms and conditions set forth herein;

NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, the parties to this Amendment hereby agree as follows:

Section 1.                                           Terms Defined in Credit Agreement.  As used in this Amendment, except as may otherwise be provided herein, all capitalized terms that are defined in the Credit Agreement (as amended hereby) shall have the same meaning herein as therein defined, all of such terms and their definitions being incorporated herein by reference.

Section 2.                                           Amendments to Credit Agreement Upon the Fifth Amendment Effective Date.  On the Fifth Amendment Effective Date, the Credit Agreement is hereby amended as follows:

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

“2021 Senior Notes” means the 9.25% Senior Notes due 2021 issued by Borrower and Parent pursuant to an Indenture dated as of May 31, 2013 (as amended, restated, supplemented or otherwise modified from time to time), among Borrower, Parent and Wells Fargo Bank, National Association, as trustee.

“Fifth Amendment” means that certain Fifth Amendment to Credit Agreement, dated as of March 28, 2014, among Parent, Borrower, the Lenders party thereto, and Administrative Agent.

“Fifth Amendment Effective Date” means the date on which the Fifth Amendment became effective in accordance with its terms.

(b)                                 Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following definitions in their entirety as follows:

“Permitted Refinancing Debt” means Indebtedness (for purposes of this definition, “New Debt”) incurred in exchange for, or proceeds of which are used to refinance, all of any other Indebtedness (the “Refinanced Debt”); provided that (a) such New Debt is in an aggregate principal amount not in excess of the aggregate principal amount then outstanding of the Refinanced Debt (or, if the Refinanced Debt is exchanged or acquired for an amount less than the principal amount thereof to be due and payable

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upon a declaration of acceleration thereof, such lesser amount) (b) such New Debt has a stated maturity no earlier than the stated maturity of the Refinanced Debt and an average life no shorter than the average life of the Refinanced Debt; (c) such New Debt does not contain any covenants which are more onerous to Parent, Borrower and their respective Subsidiaries in any material respects than those imposed by the Refinanced Debt (other than with respect to interest rates) and (d) such New Debt (and any guarantees thereof) is subordinated in right of payment to the Loan Obligations (or, if applicable, the Guaranty) to at least the same extent as the Refinanced Debt and is otherwise subordinated on terms substantially reasonably satisfactory to Administrative Agent.

“Senior Notes” means, collectively, (a) the 2020 Senior Notes and (b) the 2021 Senior Notes.

(c)                                  Clause (iii) of Section 2.04(f) of the Credit Agreement is hereby deleted in its entirety.

(d)                                 The introductory clause of Section 8.12 is hereby amended by deleting the words “or in any manner be liable under” and clause (a) of Section 8.12 is hereby amended by deleting the words “at all times” immediately prior to subclause (1) thereof.

(e)                                  The Pricing Grid in Section 1.D of Appendix I to the Credit Agreement is hereby amended and restated in its entirety to provide:

“D.                              Pricing Grid (Section 2.05)

Each change in the Applicable Margin shall apply during the period commencing on the date of such change in the Borrowing Base Utilization Percentage and ending on the date immediately preceding the effective date of the next such change in the Borrowing Base Utilization Percentage.”

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(f)                                   Section II.B of Appendix II to the Credit Agreement is hereby amended and restated in its entirety as follows:

“B.                              Leverage Ratio.  As of the last day of any fiscal quarter, Borrower’s ratio of Total Net Indebtedness to EBITDA for the trailing four fiscal quarter period ending on the last day of such fiscal quarter shall not exceed (i) 4.75:1.0, for the fiscal quarter ending March 31, 2014, (ii) 4.50:1.0 for the fiscal quarter ending June 30, 2014, (iii) 4.25:1.0, for the fiscal quarters ending September 30, 2014 and December 31, 2014, and (iv) 4.00:1.0, for the fiscal quarter ending March 31, 2015 and each fiscal quarter thereafter; provided, however, that if the Parent, Borrower or their respective Subsidiaries in one or more transactions sells or otherwise disposes of Oil and Gas Properties located in the State of Louisiana for an aggregate consideration equal to or exceeding $100,000,000, the maximum ratio of Total Net Indebtedness to EBITDA otherwise permitted for the fiscal quarter in which the sale or disposition that first resulted in such aggregate consideration equaling or exceeding $100,000,000 was consummated and for each of the two succeeding fiscal quarters thereafter, shall be increased by 0.50.”

Section 3.                                           Amendments to Credit Agreement Upon Bridge Facility Effective Date.  Effective upon (and concurrently with) the Bridge Facility Effective Date (as defined in Section 6 below), the Credit Agreement shall automatically be further amended as follows:

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

“Louisiana Assets” means the Oil and Gas Properties of Parent, Borrower or their respective Subsidiaries located in the State of Louisiana and any personal property of Parent, Borrower or their respective Subsidiaries located thereon or used exclusively in connection with the operation thereof.

“Permitted Bridge Refinancing Debt” means any Indebtedness (x) that is unsecured or is secured by a Lien on Collateral that is subordinated to the Lien securing the Obligations, and (y) a portion of the proceeds of which are used to refinance Indebtedness outstanding under the Bridge Facility; provided that (a) the aggregate principal amount of such Permitted Bridge Refinancing Debt does not exceed $200,000,000, (b) such Permitted Bridge Refinancing Debt has a stated maturity no earlier than August 30, 2019, and no scheduled amortization prior to such stated maturity; (c) such Permitted Bridge Refinancing Debt does not contain covenants that are, taken as a whole, more onerous to Parent, Borrower and their respective Subsidiaries in any material respects than those imposed by the Bridge Facility (other than with respect to interest rates) and (d) such Permitted Bridge Refinancing Debt (and any guarantees thereof) is subordinated in right of payment to the Loan Obligations (or, if applicable, the Guaranty) to at least the same extent as the Bridge Facility.

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(b)                                 Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following definitions in their entirety as follows:

“Bridge Facility” means (i) the multiple draw term loan credit facility evidenced by a senior secured bridge loan agreement by and among Borrower, as borrower, SunTrust Bank, as administrative agent, and the lenders and other financial parties thereto, as amended from time to time (to the extent such amendments do not contravene the Loan Documents) in an aggregate principal amount not to exceed $125,000,000 and otherwise substantially on the terms set forth in Exhibit A to the Fifth Amendment, and (ii) any securities issued at the initial maturity of the credit facility described in the foregoing clause (i), or any loans or securities into which the credit facility described in clause (i) is converted, in each case, pursuant to customary arrangements for bridge financings in place on the date hereof and having a stated maturity no earlier than August 30, 2019 and no scheduled amortization prior to such stated maturity; provided that any refinancings of such securities or loans undertaken at the option or election of the Parent or Borrower shall not constitute the Bridge Facility.

(c)                                  Section 7.06 of the Credit Agreement is hereby amended by replacing “(with respect to casualty insurance)” with the phrase “(with respect to any casualty insurance (but at any time that the Bridge Facility remains in effect, only to the extent it covers assets of the Borrower, the Parent or their respective Subsidiaries other than the Louisiana Assets))”.

(d)                                 The proviso at the end of Section 7.14 of the Credit Agreement is hereby amended and restated to provide as follows:

“provided that, in any event, the Parent and Borrower shall cause each Subsidiary of the Parent that guaranties the Senior Notes, any Permitted Additional Debt, the Bridge Facility or any Permitted Bridge Refinancing Debt to execute and deliver to the Administrative Agent a Guaranty.”

(e)                                  Article VII of the Credit Agreement is hereby amended by inserting the following new Section 7.18 immediately following the existing Section 7.17.

Section 7.18                             Covenants Regarding Effectiveness of Permitted Bridge Refinancing Debt.  Concurrently with the incurrence of any Permitted Bridge Refinancing Debt, the Administrative Agent shall have received:

(a)                                 a pro forma consolidated balance sheet and related pro forma consolidated statement of income of Parent as of and for the fiscal year ending at least 120 days before the incurrence of the Permitted Bridge Refinancing Debt, and each subsequent fiscal quarter after December 31 of such fiscal year ending at least 45 days before the incurrence of the Permitted Bridge Refinancing Debt, prepared after giving effect to the incurrence of the Permitted Bridge Refinancing Debt as if the incurrence of the Permitted Bridge Refinancing Debt had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statements of income), which shall reflect adjustments applied in accordance with Regulation S-X of the Securities Act of 1933, as

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amended, including adjustments customary for a Rule 144A transaction and consistent with the documentation for the 2021 Senior Notes; provided, that no such pro forma financial statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R));

(b)                                 a solvency certificate from a Responsible Officer of Parent, in a form and substance substantially consistent with the solvency certificate delivered on June 8, 2012 under the Credit Agreement, confirming the solvency of Parent, Borrower and their respective Subsidiaries on a consolidated basis after giving effect to the incurrence of the Permitted Bridge Refinancing Debt; and

(c)                                  satisfactory evidence that, upon the incurrence of any Permitted Bridge Refinancing Debt, (i) the net cash proceeds thereof shall first have been applied to refinance or repay existing Indebtedness outstanding under the Bridge Facility, (ii) all commitments in respect of the Bridge Facility shall have terminated, and (iii) if all existing Indebtedness outstanding under the Bridge Facility has been or is being refinanced or repaid in full (after giving effect to the application of proceeds in accordance with the foregoing clause (i)), all liens securing the Bridge Facility shall have been subordinated to liens then existing or thereafter created under any Security Document or terminated and released, in each case, on terms reasonably acceptable to the Administrative Agent, as applicable.

(f)                                   Section 8.01 of the Credit Agreement is hereby amended by deleting the word “and” at the end of the existing clause (k), replacing the period at the end of the existing clause (l) with “;” and inserting the following new clauses (m) and (n) immediately following clause (l):

“(m)                       Liens on Collateral securing the Bridge Facility comprising (x) second priority Liens on the Collateral (other than the Louisiana Assets), and (y) first priority Liens on the Louisiana Assets, all of which Liens shall be subject to the terms of the intercreditor agreement referenced in Section 8.05(n); and

(n)                                 second priority Liens on the Collateral securing any Permitted Bridge Refinancing Debt, which Liens shall be subject to the terms of the intercreditor agreement referenced in Section 8.05(o).”

(g)                                  Section 8.02 of the Credit Agreement is hereby amended by inserting the following new sentence at the end of Section 8.02:

“In addition to the foregoing, each of Parent and Borrower agrees that it shall not, and shall cause its Subsidiaries to not, at any time that the Bridge Facility remains in effect, directly or indirectly, sell, assign, convey or otherwise transfer, or enter into any agreement to sell, assign, convey or otherwise transfer, any Oil and Gas Property located in the State of Louisiana having a fair market value equal to or exceeding $5,000,000, unless (x) the sale, assignment, conveyance or other transfer is permitted in accordance

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with the terms of the documents evidencing the Bridge Facility and (y) concurrently with the consummation of any sale, assignment, conveyance or other transfer of such Oil and Gas Property, the net cash proceeds thereof are used to repay or prepay permanently Indebtedness outstanding under the Bridge Facility.”

(h)                                 Clauses (i), (ii) and (iii) of Section 8.05(k) of the Credit Agreement is hereby amended and restated as follows:

“(i)                               Parent would be in compliance with Section 9.01 on a pro forma basis after giving effect to the incurrence of such Indebtedness;

(ii)                                  such Indebtedness shall not have a maturity date (or any scheduled amortization payments) prior to the date that is one year after the Stated Maturity Date;

(iii)                               upon the incurrence of such unsecured Indebtedness, the Borrowing Base is automatically reduced by an amount equal to 25% of the face value (without giving effect to any original issue discount) of any such Indebtedness; provided that in the case of the incurrence of such unsecured Indebtedness a portion of the proceeds of which are used to refinance Indebtedness outstanding under the Bridge Facility, the Borrowing Base is automatically reduced by an amount equal to 25% of the face value (without giving effect to any original issue discount) of any such Indebtedness that is in excess of $125,000,000; and”

(i)                                     Section 8.05 of the Credit Agreement is hereby amended by deleting the word “and” at the end of the existing clause (l), replacing the period at the end of the existing clause (m) with “;” and inserting the following new clauses (n) and (o) immediately following clause (m):

“(n)                           Indebtedness under the Bridge Facility, provided that (1) prior to or concurrently with the effectiveness of the Bridge Facility, the Administrative Agent and the administrative agent under the Bridge Facility shall have entered into an intercreditor agreement substantially on the terms set forth on Exhibit B to the Fifth Amendment and otherwise in a form reasonably acceptable to the Administrative Agent, (2) the Parent is in compliance with its financial covenants set forth in Section 9.01 after giving pro forma effect to the incurrence of such Indebtedness, and (3) the net cash proceeds from each incurrence of such Indebtedness are applied to repay Loans and to pay fees and expenses incurred in connection with the Bridge Facility; and

(o)                                 Permitted Bridge Refinancing Debt, provided that (1) prior to or concurrently with the incurrence of any Permitted Bridge Refinancing Debt, the Administrative Agent and the collateral agent under the documents evidencing the Permitted Bridge Refinancing Debt shall have entered into a senior lien/junior lien intercreditor agreement substantially similar to the intercreditor agreement referred to in clause (n)

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above and otherwise in a form reasonably acceptable to the Administrative Agent, (2) with respect to any Permitted Bridge Refinancing Debt in an aggregate principal amount greater than the aggregate principal amount of Indebtedness under the Bridge Facility being refinanced, the Parent is in compliance with its financial covenants set forth in Section 9.01 after giving pro forma effect to the incurrence of such Indebtedness, (3) the Borrower shall have satisfied the conditions set forth in Section 7.18, and (4) the net cash proceeds from the incurrence of such Permitted Bridge Refinancing Debt are first applied to redeem, repay or refinance Indebtedness outstanding under the Bridge Facility, and any Permitted Refinancing Debt in respect thereof.”

(j)                                    Section 8.11 of the Credit Agreement is hereby amended and restated to provide as follows:

“8.11                  Prepayment or Redemption of Other Indebtedness.  Parent and Borrower shall not, and will not permit any of their Subsidiaries to, optionally prepay, redeem, repurchase or defease all or any portion of any Capital Debt or Indebtedness permitted under Section 8.05(j), (k), (n) or (o), except that Parent or Borrower may prepay any such Indebtedness:

(a)                                 using proceeds of the Available Amount or any offering of Equity Interests of Parent;

(b)                                 (i) with respect to Indebtedness permitted under Section 8.05(j), (o), or (k), with the proceeds of Permitted Refinancing Debt incurred to refinance such Indebtedness and (ii) with respect to Indebtedness permitted under Section 8.05(n) or (o), with the proceeds of (x) the sale, assignment, conveyance or other transfer of the Louisiana Assets in accordance with the final sentence of Section 8.02 or (y) any Senior Notes, Permitted Additional Debt or Permitted Bridge Refinancing Debt incurred to refinance such Indebtedness;

(c)                                  by converting such Indebtedness into Equity Interests of Parent; and

(d)                                 if, after giving pro forma effect to such prepayment, redemption, repurchase or defeasance and any concurrent incurrence of Indebtedness with respect thereto, Parent’s ratio of Total Net Indebtedness to EBITDA does not exceed 4.00 to 1.00, no Default or Event of Default exists or would result, and the Available Commitment exceeds the greater of $15,000,000 and ten percent (10%) of the then effective Conforming Borrowing Base.”

(k)                                 Section 8.12(a) of the Credit Agreement is hereby amended by inserting immediately prior to the period at the end of subclause (6) therein the following proviso:

“provided, however, that so long as the Bridge Facility remains in effect, all of the references in this clause (a) to “Oil and Gas Properties of Parent, Borrower and their respective Subsidiaries,” “current production” or “total internally forecasted

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production” shall be deemed to exclude Oil and Gas Properties of Parent, Borrower and their respective Subsidiaries located in the State of Louisiana.

(l)                                     Clause (d) of Section 8.16 (and the general clause following clause (d)) of the Credit Agreement is hereby amended and restated to provide as follows:

“(d) instruments, documents or agreements governing the Senior Notes, any Permitted Additional Debt, any Permitted Refinancing Debt, the Bridge Facility or any Permitted Bridge Refinancing Debt, in each case so long as any such instrument, document or agreement does not prohibit the granting, conveying, creating or imposition of the Liens required to be granted, conveyed, created or imposed under the Loan Documents.”

Section 4.                                           Scheduled Borrowing Base Redetermination.

(a)                                 Pursuant to Section 2.04(a) of the Credit Agreement, on and as of the first to occur of (a) the consummation of one or more Louisiana Dispositions in exchange for an aggregate consideration (including consideration for prior Louisiana Dispositions, if applicable) of at least $100,000,000, (b) the Pine Prairie Disposition and (c) the Bridge Facility Effective Date, the currently effective Conforming Borrowing Base of $500,000,000 shall be automatically reduced to $475,000,000 until otherwise redetermined in accordance with the Credit Agreement (and (for the avoidance of doubt) until such time, the currently effective Conforming Borrowing Base of $500,000,000 shall remain in effect), which affirmation of the currently effective Conforming Borrowing Base and reduction of the Conforming Borrowing Base to $475,000,000 (if applicable) shall together constitute the April 1, 2014 Scheduled Borrowing Base Determination.

(b)                                 Both the Parent and the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, agree that the redetermination of the Conforming Borrowing Base pursuant to clause (a) of this Section 4 shall constitute the regularly scheduled redetermination of the Conforming Borrowing Base for the spring 2014 (and shall not constitute a discretionary redetermination of the Conforming Borrowing Base by either the Borrower, on the one hand, or the Administrative Agent or Lenders, on the other hand, pursuant to Section 2.04(e) of the Credit Agreement).

(c)                                  Both the Parent and the Borrower, on the one hand, and the Administrative Agent and the Lenders, on the other hand, further acknowledge and agree that (i) for purposes of the redetermination of the Borrowing Base pursuant to clause (a) of this Section 4, the Oil and Gas Properties of the Borrower, the Parent or their respective Subsidiaries located in the State of Louisiana were not included in the most recently delivered Reserve Report, or, if included, were not given any value in the determination of the Conforming Borrowing Base for purposes of the Credit Agreement or other Loan Documents and (ii) so long as any Indebtedness permitted pursuant to Section 8.05(n) of the Credit Agreement remains outstanding, the Oil and Gas Properties of the Borrower, the Parent or their respective Subsidiaries located in the State of Louisiana shall not be taken into account when redetermining the Borrowing Base for purposes of the Credit Agreement or other Loan Documents.

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Section 5.                                           Conditions of Fifth Amendment Effective Date.  This Amendment will become effective on the date on which each of the following conditions precedent are satisfied (or are waived by Lenders comprising the Required Lenders in their sole discretion (the “Fifth Amendment Effective Date”):

(a)                                 Borrower and Lenders constituting at least the Required Lenders shall have delivered to Administrative Agent duly executed counterparts of this Amendment;

(b)                                 Borrower shall have made payment of all fees and expenses then due and payable under the Credit Agreement, including any fees and expenses then due and payable in connection with this Amendment pursuant to Section 12.04(a) of the Credit Agreement, in the case of expenses to the extent invoiced at least three business days prior to the Fifth Amendment Effective Date (except as otherwise reasonably agreed by Borrower).

Section 6.                                           Conditions of Bridge Facility Effective Date.  Concurrently with the effectiveness of the Bridge Facility, each of the following conditions shall be (or shall have been) satisfied (or are waived by Lenders comprising the Required Lenders in their sole discretion) by the Parent and the Borrower (the first date on which each such condition is satisfied (or waived), the “Bridge Facility Effective Date”):

(a)                                 Bridge Facility Documentation.  The Administrative Agent shall have received satisfactory evidence that the Bridge Facility (as defined in the Credit Agreement (as amended hereby)) and any related loan agreements and documents have been executed and delivered by the Borrower, the Parent and the agents and lenders thereto substantially on the terms set forth in the term sheet for the Bridge Facility attached as Exhibit A and otherwise in a form reasonably acceptable to the Administrative Agent.

(b)                                 Financial Statements.  The Administrative Agent shall have received the financial statements of Parent for the fiscal year ended December 31, 2013, and for each subsequent fiscal quarter after December 31, 2013 ended at least 45 days before the effectiveness of the Bridge Facility, required to be delivered in accordance with Section 7.01 of the Credit Agreement.

(c)                                  Solvency.  The Administrative Agent shall have received a solvency certificate from a Responsible Officer of Parent in a form and substance substantially consistent with the solvency certificate delivered on June 8, 2012 under the Credit Agreement, confirming the solvency of Parent and its subsidiaries on a consolidated basis after giving effect to the effectiveness of the Bridge Facility and the incurrence of the maximum amount of bridge loans contemplated thereunder.

(d)                                 Accuracy of Representations.  The Parent and the Borrower shall have delivered a certificate of a Responsible Officer confirming that the representations and warranties set forth in the Credit Agreement and in Section 11 of this Amendment are true and correct in all material respects on and as of, and

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after giving effect to (including the incurrence of the maximum amount of bridge loans contemplated thereunder) the effectiveness of the Bridge Facility; provided, that any representation or warranty made as of a prior date shall be true and correct in all material respects as of such prior date.

(e)                                  Intercreditor Agreement. The Administrative Agent shall have entered into a customary intercreditor agreement substantially on the terms set forth on Exhibit B and otherwise in a form reasonably acceptable to the Administrative Agent in accordance with Section 8.05(n) of the Credit Agreement (as amended hereby) with respect to the Liens contemplated in Section 8.01(m) of the Credit Agreement (as amended hereby).

Section 7.                                           Additional Security Documents Following the Bridge Facility Effective Date.  By not later than 30 days after the Bridge Facility Effective Date (subject to extension at the discretion of the Administrative Agent acting reasonably), Borrower shall deliver to Administrative Agent Mortgages and financing statements covering Oil and Gas Properties of the Borrower, the Parent or their respective Subsidiaries located in the State of Louisiana that secure the Bridge Facility, together with (i) any other documents (including tax affidavits) and (ii) evidence of arrangements reasonably satisfactory to Administrative Agent, in each case, for the prompt completion of the recording or filing of such mortgages and other documents as may be necessary or, in the reasonable opinion of Administrative Agent, desirable to create a valid first-priority mortgage Lien (subject to Permitted Liens including the Liens securing the Bridge Facility) on such Oil and Gas Properties and any personal property of the Borrower, the Parent or their respective Subsidiaries directly related to such Oil and Gas Properties.

Section 8.                                           Authorization to Release Louisiana Mortgages and Related Personal Property.  Each of the Lenders party hereto hereby authorizes the Administrative Agent to execute and deliver to the Borrower (or its designee) concurrently with (a) the consummation of any Louisiana Disposition, (b) the Pine Prairie Disposition or (c) the Bridge Facility Effective Date, instruments or other agreements terminating and releasing the Security Documents covering, in the case of (i) clauses (a) or (b), the portion of the Borrower’s, Parent’s or their respective Subsidiaries’ Oil and Gas Properties and any personal property directly related thereto disposed of thereby and (ii) clause (c), all of the Borrower’s, Parent’s or their respective Subsidiaries’ Oil and Gas Properties located in the State of Louisiana and any personal property directly related thereto; provided, however, that to the extent the Bridge Facility Effective Date has occurred, the Borrower and the Parent shall, and shall cause their respective Subsidiaries to, execute and deliver, concurrently with the delivery of any security documents securing the Bridge Facility, junior priority Security Documents encumbering the Borrower’s, Parent’s or their respective Subsidiaries’ Oil and Gas Properties located in the State of Louisiana, and any personal property of the Borrower, the Parent or their respective Subsidiaries directly related to such Oil and Gas Properties, on which a Lien is granted to secure the Bridge Facility.

Section 9.                                           Consent to Enter into Intercreditor Agreement.  The Lenders party hereto hereby give their consent to permit the Administrative Agent to enter into a customary intercreditor agreement substantially on the terms set forth on Exhibit B and otherwise in a form reasonably acceptable the Administrative Agent upon the incurrence by the Borrower of Indebtedness permitted under Section 8.05(n) or (o) of the Credit Agreement (as amended

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hereby).  The Lenders party hereto hereby acknowledge that (a) notwithstanding anything to the contrary in the Security Documents, the rights, obligations and remedies of the Administrative Agent and the Secured Parties under such Security Documents will be subject, upon execution, to the provisions of such intercreditor agreement and (b) in the event of any conflict or inconsistency between the provisions of such intercreditor agreement and the Credit Agreement, the provisions of such intercreditor agreement shall control.  The Lenders party hereto hereby authorize the Administrative Agent, as applicable, to take such actions, including making filings and entering into agreements and any amendments or supplements to any Security Document, as may be necessary or desirable to reflect the intent of this Amendment and such intercreditor agreement.

Section 10.                                    Fees.  Borrower agrees to pay to the Administrative Agent on the Fifth Amendment Effective Date for the account of each Lender that has signed and returned a signature page to this Amendment (whether by transmittal of an original signature page or electronically) on or prior to March 27, 2014, a one-time fee in an amount of ten (10.0) basis points on such Lender’s Commitment to be calculated after giving effect to the Borrowing Base redetermination pursuant to Section 4 of this Amendment.

Section 11.                                    Representations and Warranties.  On the Fifth Amendment Effective Date, each of Parent and Borrower represents and warrants to Administrative Agent and each of the Lenders that:

(a)                                 Each Loan Party: (i) is validly existing and (ii) has the power and authority to execute, deliver, and perform its obligations under this Amendment and each other Loan Document to which such it is a party except where the failure does not constitute a Default and could not reasonably be expected to have a Material Adverse Effect.

(b)                                 The execution, delivery and performance by each of Parent and Borrower of this Amendment and each other Loan Document to which such it is a party has been duly authorized by all necessary corporate or limited liability company action, as applicable, and does not and will not contravene the terms of any of such Person’s Organization Documents.

(c)                                  This Amendment and each other Loan Document to which each Loan Party is a party constitutes the legal, valid and binding obligations of such Person to the extent it is a party thereto, enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

(d)                                 Parent, Borrower and their respective Subsidiaries are Solvent on a consolidated basis as of the Fifth Amendment Effective Date.

(e)                                  Neither any Loan Party nor any of its Subsidiaries is an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act or any enabling legislation or executive order relating thereto.  Neither any Loan Party nor any or its Subsidiaries is in violation of (a) the Trading with the Enemy Act, (b) any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or (c) the Act.  None

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of the Loan Parties (i) is a blocked person described in Section 1 of the Anti-Terrorism Order or (ii) to the best of its knowledge, engages in any dealings or transactions, or is otherwise associated, with any such blocked person.

(f)                                   Neither any Loan Party nor any of its Subsidiaries nor, to the knowledge of Parent or Borrower, any Affiliate of any Loan Party (i) is a Sanctioned Person, (ii) has more than 15% of its assets in Sanctioned Countries, or (iii) derives more than 15% of its operating income from investments in, or transactions with, Sanctioned Persons or Sanctioned Countries.  No part of the proceeds of any Loans hereunder will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to a Sanctioned Person or a Sanctioned Country.

(g)                                  Borrower is not in the business of purchasing or selling Margin Stock.

(h)                                 None of the Loan Parties is required to register as an “investment company” under the Investment Company Act of 1940, as amended.

Section 12.                                    Reference to and Effect on the Credit Agreement.

(a)                                 Upon the Fifth Amendment Effective Date and thereafter, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as amended hereby.

(b)                                 Except as specifically amended by this Amendment, the Credit Agreement shall remain in full force and effect and is hereby ratified and confirmed.

Section 13.                                    Cost and Expenses.  Each of Parent and Borrower agrees to pay fees and expenses in connection with this Amendment pursuant to the terms and conditions of Section 12.04(a) of the Credit Agreement.

Section 14.                                    Extent of Amendments.  Except as specifically set forth in this Amendment, the Credit Agreement and the other Loan Documents are not amended, modified or affected hereby.  Each of Parent and Borrower hereby ratifies and confirms that (i) except as specifically set forth in this Amendment, all of the terms, conditions, covenants, representations, warranties and all other provisions of the Credit Agreement remain in full force and effect and (ii) each of the other Loan Documents are and remain in full force and effect in accordance with their respective terms.

Section 15.                                    Execution and Counterparts.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.  Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission (e.g. .pdf) shall be equally as effective as delivery of a manually executed counterpart of this Amendment.

Section 16.                                    Governing Law.  This Amendment shall be governed by, construed and interpreted in accordance with the laws of the State of New York, except to the extent that federal laws of the United States of America apply.

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Section 17.                                    Headings.  Section headings in this Amendment are included herein for convenience and reference only and shall not constitute a part of this Amendment for any other purpose.

Section 18.                                    No Waiver.  Borrower hereby agrees that except as expressly set forth in this Amendment, no Default or Event of Default has been waived or remedied by the execution of this Amendment by Administrative Agent, the Swing Line Lender, any Issuing Lender or any Lender, and any such Default or Event or Default heretofore arising and currently continuing shall continue after the execution and delivery hereof.  Nothing contained in this Amendment nor any past indulgence by Administrative Agent, the Swing Line Lender, any Issuing Lender or any Lender, nor any other action or inaction on behalf of Administrative Agent, the Swing Line Lender, any Issuing Lender or any Lender shall constitute or be deemed to constitute an election of remedies by Administrative Agent, the Swing Line Lender, any Issuing Lender or any Lender.

Section 19.                                    Loan Document.  This Amendment is a Loan Document.

Section 20.                                    NO ORAL AGREEMENTS.  THE RIGHTS AND OBLIGATIONS OF EACH OF THE PARTIES TO THE LOAN DOCUMENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS.  THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY PARENT, BORROWER, ADMINISTRATIVE AGENT, THE SWING LINE LENDER, ANY ISSUING LENDER AND/OR LENDERS (TOGETHER WITH THE FEE LETTERS) REPRESENT THE FINAL AGREEMENT REGARDING THE MATTERS HEREIN BETWEEN SUCH PARTIES, AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH PARTIES.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officer(s) as of the day and year first above written.

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Exhibit A

Bridge Facility Provisions

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EXHIBIT A

Senior Secured Bridge Loan
Summary of Principal Terms and Conditions

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ANNEX I to

EXHIBIT A

Senior Term Loans

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ANNEX II to

EXHIBIT A

Senior Exchange Notes

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ANNEX III to

EXHIBIT A

Conditions Precedent

1.                                      Financial Statements.  The Arrangers shall have received (a) audited financial statements of Parent for the fiscal years ended December 31, 2013, 2012 and 2011, which financial statements shall be audited in accordance with GAAP and (b) unaudited financial statements of Parent for each subsequent fiscal quarter after December 31, 2013 ended at least 45 days before the Closing Date, together with a comparison to the corresponding fiscal quarter in the preceding fiscal year, which unaudited financial statements shall be prepared in accordance with GAAP.

2.                                      Engagement Letter.  Parent and the Company shall have engaged one or more investment banks reasonably satisfactory to the Arrangers to sell or privately place the Debt Securities.

3.                                      Guarantees and Personal Property Collateral Documents.  The guarantees and collateral documents regarding personal property under the Bridge Facility shall have been executed and delivered and be in full force and effect.

4.                                      Solvency.  The Administrative Agent shall have received a solvency certificate from a director or an officer of Parent, in a form and substance substantially consistent with Company Bank Precedent, confirming the solvency of Parent and its subsidiaries on a consolidated basis after giving effect to the Transactions.

5.                                      Accuracy of Representations.  The representations and warranties set forth in the Bridge Loan Documents shall be true and correct in all material respects on and as of the Closing Date.

6.                                      Documentation, Opinions and Certificates.

Negotiation, execution and delivery of the Bridge Loan Documents, in each case, in accordance with the terms of the Commitment Letter and this Exhibit A, including a bridge loan agreement, notes, documents necessary to create and perfect the Administrative Agent’s security interest in the Collateral constituting personal property, an intercreditor agreement with the Revolver Administrative Agent, reasonably satisfactory legal opinions of the Company’s counsel (including, without limitation, local counsel in Louisiana), evidence of authority, officer’s certificates, corporate formation and governing documents, customary UCC lien searches, borrowing notice and funds flow, in each case in form and substance substantially consistent with Company Bank Precedent, and payment of required fees and invoiced expenses.

7.                                      PATRIOT Act.  The Administrative Agent shall have received, at least 3 Business Days in advance of the Closing Date, all documentation and other information required by regulatory authorities with respect to the Company and the Guarantors under applicable “know your customer” and anti-money

laundering rules and regulations, including without limitation the PATRIOT Act, that has been reasonably requested by the Administrative Agent at least 10 days in advance of the Closing Date.

8.                                      Releases.  The Administrative Agent shall have received mortgage releases and UCC-3 partial releases from the Revolver Administrative Agent and any other releases necessary to release the Collateral from liens granted in favor of the Revolver Administrative Agent.

9.                                      Payment of Fees and Expenses.  Payment of all fees and expenses due to the Arrangers and/or the Lenders (including the amounts payable under the Bridge Fee Letter), in the case of expenses to the extent invoiced at least three business days prior to the Closing Date (except as otherwise reasonably agreed by the Company), required to be paid on the Closing Date from the proceeds of the initial fundings under the Bridge Facility.

10.                               Amended Revolving CRA.  The Administrative Agent shall have received satisfactory evidence that either (i) the Existing Revolving CRA has been amended in a manner consistent with the terms set forth in the Revolving CRA Term Sheet to, among other things, (A) reduce the borrowing base thereunder to not less than $475,000,000 and (B) accommodate the issuance, incurrence and/or compliance with the terms of the Bridge Facility and any Securities issued to refinance the Bridge Facility (including, without limitation, any Second Lien Notes (as defined in the Fee Letter (as defined in the Commitment Letter))) or (ii) in furtherance of the revolver backstop commitment provided under the Commitment Letter, the Amended Revolving CRA Facility and any related Amendment Documentation have been entered into in accordance with the terms of the Revolver CRA Term Sheet (as defined in the Commitment Letter).

Exhibit B

Intercreditor Provisions

EXHIBIT B

Summary of Terms and Conditions of Intercreditor Agreement

This Summary of Terms and Conditions outlines certain terms of the intercreditor agreement (the “Intercreditor Agreement”) referred to in the Fifth Amendment to Credit Agreement, of which this Exhibit B is a part.  Certain capitalized terms used herein are defined in the Fifth Amendment (including Exhibit A thereto).

The foregoing is intended to summarize certain basic terms of the Intercreditor Agreement and is not intended to be a definitive list of all of the terms of the Intercreditor Agreement.