Haynes and Boone, LLP Borrowing Base Redeterminations Survey: Fall October 4, 2017

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1 , LLP Borrowing Base Redeterminations October 4, 2017

2 OBJECTIVE OF THE SURVEY Since April 2015,, LLP has conducted six borrowing base redetermination surveys, including one most recently in September Survey included executives at: Oil and gas producers Oilfield services companies Financial institutions Private equity firms Professional services providers The primary objective was to get a forward-looking and clear idea of what lenders, borrowers (producers) and others are expecting regarding upcoming borrowing base redeterminations in light of the price uncertainty in the commodity market as the fall borrowing base redetermination season approaches. The following is a summary of the September 2017 survey results and a comparison of some responses from our prior surveys , LLP

3 Question 1: Which of these best describes you? % 40 % OF RESPONDENTS % 21% % 5 2% 0 O&G lender O&G producer - borrower Professional services provider Oilfield services Other SPRING FALL SPRING FALL SPRING FALL , LLP

4 Question 2: What percentage of E&P borrowers do you anticipate will see a decrease in their borrowing base redeterminations in fall 2017? Overall average Lender average Borrower average NO. OF RESPONDENTS % 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% In this survey, overall expect 26% of the borrowers to see a decrease. The lenders response was approximately 19% and borrowers response was approximately 29% , LLP

5 Question 3: What percentage do you expect borrowing bases to change in fall 2017 as compared to spring 2017? NO. OF RESPONDENTS Overall responses Lender responses Borrower responses % or greater decrease 20% decrease 10% decrease No change 10% increase 20% increase 30% or greater increase , LLP

6 Question 4: Which one or two of the following options do you think will be the most likely path that lenders and borrowers will take if faced with a borrowing base deficiency in fall 2017? 1% 13% 13% 13% 37% 32% 3% FALL 2016 TOTAL 268* 2% 2% 3% SPRING 2017 TOTAL 272* 38% 43% *Up to two options could be selected. Seek capital from hedge funds or private equity funds: 38 Sell the company: 5 Restructure or declare bankruptcy: 12 16% Sell non-core assets: 87 2% 37% 5% 3% Other: 6 FALL 2017 TOTAL 234* 37% Negotiate an amendment / extension with the lender: , LLP

7 Question 5: What percentage of new reserve-based credit facilities entered into in 2017 (by number, not dollar amount) in your estimation have been with E&P borrowers sponsored by private equity? NO. OF RESPONDENTS % 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% , LLP

8 KEY TAKEAWAYS Most do not anticipate any wild swings upcoming for borrowing bases in fall 2017, generally not more than 10% higher or lower. The do however anticipate over a quarter of E&P borrowers will see a decrease in their borrowing base redeterminations this fall. Interestingly, as in prior surveys, borrowers are more pessimistic in their prognostications (expecting 29% of borrowers will see a decrease) versus lenders (expecting 19% of borrowers will see a decrease). This divergence of opinion either means that borrowers know more about their properties prospective worth, or more likely, lenders are hoping to kick the barrel down the road in anticipation of brighter days ahead. If this fall s borrowing base determination causes a company to face a borrowing base deficiency, fewer expect such companies to seek bankruptcy protection (5%) than they did a year ago (13%). This is consistent with our Oil Patch Bankruptcy Monitor in which E&P bankruptcy filings for the first half of 2017 have drastically decreased (14) compared to 2016 filings (70). Confirming our experience, most think Private Equity sponsored management teams are taking a significant share of new E&P borrowing relationships , LLP

9 PRIMARY CONTACTS BUDDY CLARK BILL NELSON KRAIG GRAHMANN R. TODD RANSOM Partner, New York M. SCOTT HELBING Partner, Dallas KRISTINA TRAUGER NEAL KAMINSKY JOSEPH VILARDO JEFF NICHOLS LAURA MARTONE Counsel, Orange County , LLP

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11 2017, LLP This publication is for informational purposes only and is not intended to be legal advice and does not establish an attorney-client relationship. Legal advice of any nature should be sought from legal counsel.