Interest. The 1.25-Lien Loans will bear [9.00]% cash interest and [3.00]% payment-in-kind interest per annum.

Documentation. The 1.25-Lien Loans will be issued by amending the documentation governing the Existing RBL (as defined below), including the Existing RBL Credit Agreement (as defined below).

Priority. The 1.25-Lien Loans will be secured by the same liens on collateral securing the Existing RBL, and shall be subject to the same benefits as the Existing RBL under the Second Lien Intercreditor Agreement dated as of September 25, 2012 (as amended, the “Existing Intercreditor”) among the Company, the other grantors party thereto, JPMorgan Chase Bank, N.A., as representative for the Senior Secured Parties and Bank of America, N.A., as representative for the Initial Second Priority Debt Parties. The 1.25-Lien Loans will be guaranteed by Holdings and the same subsidiaries of the Company that guarantee the obligations under the Existing RBL Credit Agreement. Pursuant to contractual provisions to be agreed with the lenders under the Existing

RBL Credit Agreement, the 1.25-Lien Loans will be subordinated in lien priority to the Amended RBL (as defined below).

Covenants. Same as Amended RBL.

Interest. The 1.5-Lien Loans will bear [15.00]% payment-in-kind interest per annum.

Documentation. The 1.5-Lien Loans will be issued by amending the documentation governing the Existing RBL (as defined below), including the Existing RBL Credit Agreement (as defined below).

Priority. The 1.5-Lien Loans will be secured by the same liens on collateral securing the Existing RBL and the 1.25-Lien Loans, and shall be subject to the same benefits as the Existing RBL under the Second Lien Intercreditor Agreement dated as of September 25, 2012 (as amended, the “Existing Intercreditor”) among the Company, the other grantors party thereto, JPMorgan Chase Bank, N.A., as representative for the Senior Secured Parties and Bank of America, N.A., as representative for the Initial Second Priority Debt Parties. The 1.25-Lien Loans will be guaranteed by Holdings and the

same subsidiaries of the Company that guarantee the obligations under the Existing RBL Credit Agreement. Pursuant to contractual provisions to be agreed with the lenders under the Existing RBL Credit Agreement and holders of the 1.25-Lien Loans, the 1.5-Lien Loans will be subordinated to the Amended RBL and the 1.25-Lien Loans.

Covenants. Same as Amended RBL.

In connection with the Recapitalization, the Credit Agreement dated as of December 21, 2011 (as amended, the “Existing RBL Credit Agreement” and the facility governed thereby the “Existing RBL”) among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and the several lenders party thereto, will be amended (as so amended, the “Amended RBL Credit Agreement” and the revolving facility governed thereby the “Amended RBL”) in order to, among other things:

1.      Reflect the permanent reduction of the loans and commitments thereunder by $[250] million using a portion of the net cash proceeds of the New Investment;

2.      Permit the Recapitalization Transactions, including the New Investment, the Exchange Offer, the incurrence of the 1.25-Lien Loans and the 1.5-Lien Loans and the transactions relating thereto;

3.      Extend the maturity of the Amended RBL to March 25, 2018;

4.      Revise the financial covenants contained in the Amended RBL Credit Agreement to reflect the Recapitalization and the pro forma business plan of the Company;

5.      Provide that no borrowing base redetermination shall occur until at least one year after the date on which the Recapitalization transactions are consummated (the “Closing Date”); and

6.      Ensure that all assets of the Company and its subsidiaries are subject to first-priority liens in favor of the obligations under Amended RBL Credit Agreement (including the Amended RBL, the 1.25-Lien Loans and the 1.5-Lien Loans).

The obligations of the Ad Hoc Noteholders to consummate the Recapitalization will be subject to the following conditions precedent, each of which may be waived in writing by unanimous consent of all of the Ad Hoc Noteholders.

(i)     Completion of the Ad Hoc Noteholders’ due diligence concerning the Company’s business, operations (foreign and domestic), financial condition, prospects, capital expenditures and other related matters;

(ii)    Negotiation, execution and delivery of Definitive Documentation in form and substance consistent with the terms set forth herein and otherwise satisfactory to the Ad Hoc Noteholders and the satisfaction of the further conditions precedent contained therein, which conditions precedent shall be standard and customary for transactions of this kind;

(iii)  All Approvals shall have been obtained and shall remain in full force and effect, and there shall exist no

          claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality, which would prohibit the Ad Hoc Noteholders from consummating the transactions contemplated by this Term Sheet;

(iv)     The lenders and the administrative agent under the Existing RBL Credit Agreement shall have committed in writing to the amendments to the Existing RBL Credit Agreement not later than June 30, 2015;

(v)      The Exchange Offer shall have commenced not later than June 30, 2015;

(vi)     [95]% of the Existing Notes shall have been tendered in the Exchange Offer;

(vii)    Payment in full of all Reimbursable Expenses (as defined herein) outstanding on the Closing Date; and

(viii)  The Closing Date shall have occurred by August 14, 2015.

Interest. The 1.25-Lien Loans will bear 10.00% cash interest.

Documentation. The 1.25-Lien Loans will be issued by amending the documentation governing the Existing RBL (as defined below), including the Existing RBL Credit Agreement (as defined below).

Priority. The 1.25-Lien Loans will be secured by the same liens on collateral securing the Existing RBL, and shall be subject to the same benefits as the Existing RBL under the Second Lien Intercreditor Agreement dated as of September 25, 2012 (as amended, the “Existing Intercreditor”) among the Company, the other grantors party thereto, JPMorgan Chase Bank, N.A., as representative for the Senior Secured Parties and Bank of America, N.A., as representative for the Initial Second Priority Debt Parties. The 1.25-Lien Loans

will be guaranteed by Holdings and the same subsidiaries of the Company that guarantee the obligations under the Existing RBL Credit Agreement. Pursuant to contractual provisions to be agreed with the lenders under the Existing RBL Credit Agreement, the 1.25-Lien Loans will be subordinated in lien priority to the Amended RBL (as defined below).

Maturity. Five years from date that the exchange transaction is consummated, subject to acceleration if 2^nd Lien debt of greater than $[TBD] remains outstanding as of March 31, 2018.

Restricted Payments Basket. $150 million.

Covenants. Same as Amended RBL.

Interest. The 1.5-Lien Loans will bear 6.0% payment-in-kind interest per annum.

Documentation. The 1.5-Lien Loans will be issued by amending the documentation governing the Existing RBL (as defined below), including the Existing RBL Credit Agreement (as defined below).

Priority. The 1.5-Lien Loans will be secured by the same liens on collateral securing the Existing RBL and the 1.25-Lien Loans, and shall be subject to the same benefits as the Existing RBL under the Second Lien Intercreditor Agreement

dated as of September 25, 2012 (as amended, the “Existing Intercreditor”) among the Company, the other grantors party thereto, JPMorgan Chase Bank, N.A., as representative for the Senior Secured Parties and Bank of America, N.A., as representative for the Initial Second Priority Debt Parties. The 1.25-Lien Loans will be guaranteed by Holdings and the same subsidiaries of the Company that guarantee the obligations under the Existing RBL Credit Agreement. Pursuant to contractual provisions to be agreed with the lenders under the Existing RBL Credit Agreement and holders of the 1.25-Lien Loans, the 1.5-Lien Loans will be subordinated to the Amended RBL and the 1.25-Lien Loans.

Maturity. Five years from the consummation of the exchange transaction, subject to acceleration if 2^nd Lien debt of greater than $[TBD] remains outstanding as of June 30, 2018.

Restricted Payments Basket. $150 million.

Covenants. Same as Amended RBL.

Conversion to Equity. [NTD: Discuss mechanics and options for conversion into equity].

In connection with the Recapitalization, the Credit Agreement dated as of December 21, 2011 (as amended, the “Existing RBL Credit Agreement” and the facility governed thereby the “Existing RBL”) among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent and the several lenders party thereto, will be amended (as so amended, the “Amended RBL Credit Agreement” and the revolving facility governed thereby the “Amended RBL”) in order to, among other things:

1.      Reduce the drawn portion of loans thereunder by $250 million or less using a portion of the net cash proceeds of the New Investment;

2.      Permit the Recapitalization Transactions, including the New Investment, the Exchange Offer, the incurrence of the 1.25-Lien Loans and the 1.5-Lien Loans and the transactions relating thereto;

3.      Extend the maturity of the Amended RBL to March 25, 2018;

4.      Revise the financial covenants contained in the Amended RBL Credit Agreement to reflect the Recapitalization and the pro forma business plan of the Company;

5.      Provide that no borrowing base redetermination shall occur until at least one year after the date on which the Recapitalization transactions are consummated (the “Closing Date”); and

6.      Ensure that all assets of the Company and its subsidiaries are subject to first-priority liens in favor of the obligations under Amended RBL Credit Agreement (including the Amended RBL, the 1.25-Lien Loans and the 1.5-Lien Loans).

The obligations of the Ad Hoc Noteholders to consummate the Recapitalization will be subject to the following conditions precedent, each of which may be waived in writing by unanimous consent of all of the Ad Hoc Noteholders.

(i)     Completion of the Ad Hoc Noteholders’ due diligence concerning the Company’s business, operations (foreign and domestic), financial condition, prospects, capital expenditures and other related matters;

(ii)    Negotiation, execution and delivery of Definitive Documentation in form and substance consistent with

         the terms set forth herein and otherwise satisfactory to the Ad Hoc Noteholders and the satisfaction of the further conditions precedent contained therein, which conditions precedent shall be standard and customary for transactions of this kind;

(iii)     All Approvals shall have been obtained and shall remain in full force and effect, and there shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality, which would prohibit the Ad Hoc Noteholders from consummating the transactions contemplated by this Term Sheet;

(iv)     The lenders and the administrative agent under the Existing RBL Credit Agreement shall have committed in writing to the amendments to the Existing RBL Credit Agreement not later than [June 30, 2015];

(v)      The Exchange Offer shall have commenced not later than [June 30, 2015];

(vi)     97% of the Existing Notes shall have been tendered in the Exchange Offer;

(vii)    Payment in full of all Reimbursable Expenses (as defined herein) outstanding on the Closing Date; and

(viii)  The Closing Date shall have occurred no later than August 14, 2015.

(ix)     [NTD: Timeline and additional interim steps (including under securities laws) to be discussed.]

•    Amount: $650 million [assuming RBL repayment of $250 million or less]

•    Terms: 1.25 Lien.15% Cash (sponsors to participate at a minimum of $100MM of New Money and maximum of $150MM).

•    Call protection: NC-1. Callable at 104 in year two, 102 in year three, and par thereafter

•    Fees: 5% PIK backstop. If 100% of commitment is not funded due to syndication of alternative new money facility to non-backstop parties, backstop fee will be reduced to 2%.

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Common equity: 15%

•    Board representation: One board seat, whom shall be non-holder.

•    Lenders: Senior Note group and sponsors

•    Exchange Ratio: 20%

•    New Debt Terms: 1.5 Lien, 5% Cash, 3% PIK

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Minimum Participation: 95%

•    Existing Sponsors: 85%

•    Exchanging Senior Notes: Warrants to purchase 5% common equity struck at $600 million equity value

•    RBL agrees to roll post-paydown or new RBL funded at similar rate; RBL (on mutually agreeable terms) to be in place prior to exchange launch

•    $[TBD] secured debt basket for RBL + reserve formula (i.e. ACNTA test)

•    Asset sale proceeds can be used to, among other things, repurchase all outstanding indebtedness (after reducing any RBL capacity as required under RBL facility)

•    RP basket for 2^nd Lien debt repurchases equal to 1.5 X sponsor investment in New Money ($100-150MM).

•    Preferred Stock surrendered (any equity given to Preferred does not reduce equity for 1.25 Lien and 1.5 Lien)

•    Unsecured holders prevented from holding or financially benefiting from holding (e.g. swap and/or participation agreements) other debt, specifically 2^nd Lien,¹

•    Minimum participation by Senior Note holders of 75% prior to launch

•    Company retains sole ability to amend minimum participation threshold of exchange and increase economics of new debt

•    Management compensation structure to be agreed upon

•    Consenting noteholders agree up front to a release and assignment of claims, if any, against Sponsors, directors and officers to be included in a support agreement and binding whether or not the exchange is consummated.

•    Upon closing of the exchange transaction, the senior noteholder group will sell to Sponsors the consideration received on account of the exchange equal to the proportion of the Sponsors’ ownership of the New Money (1.25 debt) at the market value of the senior notes as of July 26 ,2015.

•    Amount: $650 million[, assuming RBL repayment of $250 million or less]

•    Terms: 1.25 Lien. 16% Cash

•    Sponsor Participation: Sponsors to participate at a minimum of $100MM of New Money and a maximum of $150MM. Exact amount of sponsor participation amount to be fixed and committed prior to signing/launch

•    Sponsor Hold: Minimum of 18 months

•    Call protection: NC-2, 107% thereafter

•    Fees: 5% PIK backstop

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Common equity: 15%

•    Board representation: Two board seats, each of whom shall be non-holders.

•    Warrants: Warrants to purchase 15% common equity struck at $600 million equity value

•    Lenders: Senior Note group and sponsors

•    Exchange Ratio: 20%

•    New Debt Terms: 1.5 Lien, 5% Cash, 3% PIK

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Minimum Participation: 95%

•    Accrued Interest included in exchange

•    Existing Sponsors: 85%

•    Exchanging Senior Notes: Warrants to purchase 5% common equity struck at $600 million equity value

•    New Money: 15%, plus warrants to purchase 15% common equity struck at $600 million equity value

•    RBL agrees to roll post-paydown or new RBL funded at similar rate

•    $[TBD] secured debt basket for RBL + reserve formula (i.e. ACNTA test)

•    Asset sale reinvestment provisions to be agreed upon

•    RP basket for 2^nd Lien debt repurchases equal to amount of sponsor participation in New Money. Repurchases subject to minimum liquidity/asset coverage covenants to be agreed upon.

•    Preferred Stock surrendered (any equity given to Preferred does not reduce equity for 1.25 Lien and 1.5 Lien)

•    Unsecured holders prevented from holding or financially benefiting from holding (e.g. swap and/or participation agreements) other debt, specifically 2^nd Lien, for period of [            ]¹

•    Minimum participation by Senior Note holders of [TBD]% prior to launch

•    Company retains sole ability to amend minimum participation threshold of exchange and increase economics of new debt

•    Management compensation structure to be agreed upon

•    Sponsors may purchase notes from backstop holders or other holders at market prices (with no commitment by backstop holders to sell to sponsors)

•    If deal is announced prior to blow out date in NDA, holders will be cleansed on date of announcement

•    Amount: $650 million[, assuming RBL repayment of $250 million or less]

•    Terms: 1.25 Lien. Rate will be 16% Cash

•    Call protection: NC-2, 107% thereafter

•    Fees: 5% PIK backstop. If 100% of commitment is not funded due to syndication of alternative new money facility to non-backstop parties, backstop fee will be reduced to 2%.

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Common equity: 15%

•    Board representation: Two board seats, each of whom shall be non-holders.

•    Warrants: Warrants to purchase 15% common equity struck at $600 million equity value

•    Lenders: Senior Note group

•    Exchange Ratio: 20%

•    New Debt Terms: 1.5 Lien, 5% Cash, 3% PIK

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Minimum Participation: 95%

•    Accrued Interest included in exchange

•    Existing Sponsors: 85%

•    Exchanging Senior Notes: Warrants to purchase 5% common equity struck at $600 million equity value

•    New Money: 15%, plus warrants to purchase 15% common equity struck at $600 million equity value

•    RBL agrees to roll post-paydown or new RBL funded at similar rate

•    $[TBD] secured debt basket for RBL + reserve formula (i.e. ACNTA test)

•    Asset sale reinvestment provisions to be agreed upon

•    RP basket for 2^nd Lien debt repurchases equal to $150 million

•    Preferred Stock surrendered (any equity given to Preferred does not reduce equity for 1.25 Lien and 1.5 Lien)

•    Unsecured holders prevented from holding or financially benefiting from holding (e.g. swap and/or participation agreements) other debt, specifically 2^nd Lien, for period of 18 months¹

•    Minimum participation by Senior Note holders of [TBD]% prior to launch

•    Company retains sole ability to amend minimum participation threshold of exchange and increase economics of new debt

•    Management compensation structure to be agreed upon

•    Consenting noteholders agree up front to a release and assignment of claims as against sponsors, directors and officers to be included in a support agreement and binding whether or not the exchange is consummated

•    Amount: $650 million[, assuming RBL repayment of $250 million or less]

•    Terms: 1.25 Lien. 16% Cash

•    Sponsor Participation: Sponsors to participate at a minimum of $100MM of New Money and a maximum of $150MM. Exact amount of sponsor participation amount to be fixed and committed prior to signing/launch

•    Sponsor Hold: Minimum of 18 months

•    Call protection: NC-2, 107% thereafter

•    Fees: 5% PIK backstop

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Common equity: 15%

•    Board representation: Two board seats, each of whom shall be non-holders.

•    Warrants: Warrants to purchase 15% common equity struck at $600 million equity value

•    Lenders: Senior Note group and sponsors

•    Exchange Ratio: 20%

•    New Debt Terms: 1.5 Lien, 5% Cash, 3% PIK

•    Tenor: 3.5 years, with springing maturity six months inside 2L maturity

•    Minimum Participation: 95%

•    Accrued Interest included in exchange

•    Existing Sponsors: 85%

•    Exchanging Senior Notes: Warrants to purchase 5% common equity struck at $600 million equity value

•    New Money: 15%, plus warrants to purchase 15% common equity struck at $600 million equity value

•    RBL agrees to roll post-paydown or new RBL funded at similar rate

•    $[TBD] secured debt basket for RBL + reserve formula (i.e. ACNTA test)

•    Asset sale reinvestment provisions to be agreed upon

•    RP basket for 2^nd Lien debt repurchases equal to 1.5X amount of sponsor participation in New Money. Repurchases subject to minimum liquidity/asset coverage covenants to be agreed upon.

•    Preferred Stock surrendered (any equity given to Preferred does not reduce equity for 1.25 Lien and 1.5 Lien)

•    Unsecured holders prevented from holding or financially benefiting from holding (e.g. swap and/or participation agreements) other debt, specifically 2^nd Lien, prior to the date that is three months after closing of the exchange offer¹

•    Minimum participation by Senior Note holders of [TBD]% prior to launch

•    Company retains sole ability to amend minimum participation threshold of exchange and increase economics of new debt, except that the consent of the Senior Note group backstop parties will be required for any reduction of the minimum participation threshold below 85%

•    Management compensation structure to be agreed upon

•    Sponsors may purchase notes from backstop holders or other holders at market prices (with no commitment by backstop holders to sell to sponsors)

•    If deal is announced prior to blow out date in NDA, holders will be cleansed on date of announcement

•    Customary mutual releases as between the sponsors and the unsecured holders to become effective at (and subject to the occurrence of) the closing of the exchange offer

•    Terminations of the Jefferies and Wachtell engagement letters to be rescinded