Form 8-K - Current report

CHORD ENERGY CORPORATION

Date: June 6, 2024

/s/ Shannon B. Kinney

Shannon B. Kinney

Executive Vice President, Chief Administrative

Officer, General Counsel and Corporate Secretary

Share Name	Share Symbol	Market	Type
Chord Energy Corporation	NASDAQ:CHRD	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	-0.9925	-0.78%	126.5275	126.42	126.59	128.55	126.31	128.53	55,546	15:05:46

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 31, 2024

CHORD ENERGY CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	001-34776	80-0554627
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	1001 Fannin Street, Suite 1500 Houston, Texas	77002
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 404-9500

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock

CHRD

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note.

On May 31, 2024, Chord Energy Corporation, a Delaware corporation ( “Chord” or the “Company”), and Spark Acquisition ULC, an unlimited liability company organized and existing under the laws of the Province of Alberta, Canada and a wholly owned subsidiary of Chord (“Canadian Sub”), completed the previously announced strategic business combination transaction with Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada (“Enerplus”), whereby Canadian Sub acquired all of the issued and outstanding Enerplus common shares (each, an “Enerplus Common Share”) pursuant to the Plan of Arrangement (as defined below) (the “Arrangement”) and Enerplus became a wholly-owned subsidiary of Chord, pursuant to an arrangement agreement entered into by and among Chord, Canadian Sub and Enerplus on February 21, 2024 (the “Arrangement Agreement”).

The Arrangement

Pursuant to the Arrangement Agreement and effected by way of a plan of arrangement under the Business Corporations Act (Alberta) (the “Plan of Arrangement”), at the effective time of the Arrangement (the “Effective Time”), each Enerplus Common Share issued and outstanding as of immediately prior to the Effective Time was converted into the right to receive (i) 0.10125 of a share of common stock, par value $0.01 per share, of Chord (the “Chord Common Stock”) and (ii) $1.84 in cash. Following the completion of the Arrangement, persons who were shareholders of Enerplus immediately prior to the Effective Time owned approximately 33% of the combined company and persons who were stockholders of Chord immediately prior to the Effective Time owned approximately 67% of the combined company, in each case on a fully diluted basis.

Enerplus Restricted Share Unit Awards. Each restricted share unit award granted pursuant to the Enerplus Share Award Incentive Plan (the “Share Award Incentive Plan”) that was outstanding and had not vested and been settled as of immediately prior to the Effective Time, whether vested or unvested, did, as of the Effective Time, become fully vested and the holder thereof received from Enerplus, at the Effective Time, a cash payment (net of applicable withholdings) calculated in accordance with the terms and as described in Section 1.2(a) of the Arrangement Agreement.

Enerplus Performance Share Unit Awards. Each outstanding performance share unit granted pursuant to the Share Award Incentive Plan for which the performance period had not been completed as of immediately prior to the Effective Time did, as of the Effective Time, become fully vested and the holder thereof received from Enerplus, at the Effective Time, a cash payment (net of applicable withholdings) calculated in accordance with the terms of and as described in Section 1.2(b) of the Arrangement Agreement.

Enerplus Director Restricted Share Unit Awards. Each restricted share unit award granted to a non-employee director of Enerplus pursuant to the restricted share unit plan for directors subject to time-based vesting that was outstanding as of immediately prior to the Effective Time, whether vested or unvested, did as of the Effective Time, become fully vested and the holder thereof received from Enerplus, at the Effective Time, a cash payment (net of applicable withholdings) calculated in accordance with the terms of and as described in Section 1.2(c) of the Arrangement Agreement.

Enerplus Director Deferred Share Unit Awards. Each deferred share unit award granted pursuant to the deferred share unit plan for directors that was outstanding as of immediately prior to the Effective Time did, as of the Effective Time, become eligible for settlement and the holder thereof received from Enerplus, at the Effective Time, a cash payment (net applicable withholdings) calculated in accordance with the terms of and as described in Section 1.2(d) of the Arrangement Agreement.

The foregoing description of the Arrangement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Arrangement Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 1.01

Entry into a Material Definitive Agreement.

Credit Agreement Amendment

On May 31, 2024, the Company entered into the Fifth Amendment (the “Fifth Amendment”) to that certain Amended and Restated Credit Agreement dated as of July 1, 2022, by and among the Company, Oasis Petroleum North America LLC, a Delaware limited liability company, Wells Fargo Bank, N.A., as administrative agent, and the other parties party thereto (the “Credit Agreement”) to, among other things, (i) increase the borrowing base to $3,000,000,000 and the aggregate elected revolving commitment amounts to $1,500,000,000, (ii) make technical changes related to the consummation of the Arrangement Agreement, and (iii) include a “fall-away” provision whereby collateral may be released and certain covenants change when investment grade credit ratings are assigned by at least one of the two identified primary rating agencies provided that such covenants will re-take effect and the collateral will (subject to certain exceptions) be required to be re-pledged in the event the investment grade ratings are no longer assigned by both of the identified agencies.

The foregoing description of the Fifth Amendment to the Credit Agreement is a summary only, does not purport to be complete, and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 1.01.

Item 2.01

Completion of Acquisition or Disposition of Assets.

As discussed in the Introductory Note to this Current Report on Form 8-K, on March 31, 2024, the Company completed its previously announced strategic business combination transaction with Enerplus pursuant to the terms of the Arrangement Agreement.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Item 2.02

Results of Operations and Financial Condition.

On May 31, 2024, the Company issued a press release announcing completion of the transactions contemplated by the Arrangement Agreement and containing updated guidance for historical Enerplus and for the Company for the quarter ended June 30, 2024, and updated guidance for the combined company. In addition, on May 31, 2024, the Company released an investor presentation regarding the transactions contemplated by the Arrangement Agreement and containing updated guidance for the combined company.

The full text of the press release and the investor presentation are included as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated into this Item 2.02 by reference.

In accordance with General Instructions B.2 of Form 8-K, the information furnished pursuant to Item 2.02 and the press release and the investor presentation attached hereto as Exhibits 99.1 and 99.2, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.02

Unregistered Sales of Equity Securities.

Effective as of the Effective Time, 20,680,097 shares of Chord Common Stock were authorized to be distributed to shareholders of Enerplus entitled to received such shares pursuant to the Arrangement Agreement. The securities issued pursuant to the Arrangement Agreement were issued in reliance upon Section 3(a)(10) of the Securities Act, which exempts from the registration requirements under the Securities Act any securities that are issued in exchange for one or more bona fide outstanding securities where the terms and conditions of such issuance and exchange are approved, after a hearing upon the fairness of such terms and condition at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear, by any court expressly authorized by law to grant such approval.

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 to this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors; Appointment of Directors

As contemplated by the Arrangement Agreement, Cynthia L. Walker and Paul J. Korus resigned from the Company’s Board of Directors (the “Board”) effective as of immediately prior to the Effective Time. Such resignations were not the result, in whole or in part, of any disagreement with the Company or the Company’s management.

Effective as of the Effective Time, the Board approved an increase in the size of the Board from nine to eleven directors and appointed Ian C. Dundas, Hilary Foulkes, Ward Polzin and Jeffrey Sheets, whose biographies are included below. As a result, as of the closing of the Arrangement (the “Closing”), the Board has eleven members consisting of Ms. Susan M. Cunningham as Chair of the Board, Mr. Daniel E. Brown, Mr. Douglas E. Brooks, Ms. Samantha F. Holroyd, Mr. Kevin S. McCarthy, Ms. Anne Taylor, Ms. Marguerite N. Woung-Chapman, Mr. Dundas, Ms. Foulkes, Mr. Polzin and Mr. Sheets.

As of the Effective Time:

•

Mr. Sheets and Mr. Polzin were appointed as members of the Audit and Reserves Committee (the “A&R Committee”) and Mr. Sheets was appointed as Chair of the A&R Committee;

•

Ms. Foulkes was appointed as a member of the Compensation and Human Resources Committee (the “CHR Committee”), Ms. Taylor was confirmed as Chair of the CHR Committee and Ms. Cunningham was removed as a member of the CHR Committee;

•

Mr. Sheets was appointed as a member of the Nominating and Governance Committee (the “NG Committee”) and Ms. Woung-Chapman was confirmed as Chair of the NG Committee; and

•

Ms. Foulkes and Mr. Polzin were appointed as members of the Safety and Sustainability Committee (the “S&S Committee”), Ms. Holroyd was confirmed as Chair of the S&S Committee and Ms. Cunningham was removed as a member of the S&S Committee.

Mr. Dundas, age 56, joined the Enerplus board in 2013, and served as the President and Chief Executive Officer of Enerplus since 2013. Mr. Dundas joined Enerplus in 2002 as Vice-President of Business Development, responsible for corporate acquisition and divestment strategies. In 2011, Mr. Dundas was appointed Executive Vice-President and Chief Operating Officer of Enerplus, where he oversaw the development and execution of Enerplus’ operational strategies, strategic planning, marketing and reserves, as well as acquisitions and divestments. Prior to joining Enerplus, Mr. Dundas held several executive positions in the merchant banking business, where he helped oil and gas companies grow by accessing the funding and expertise they required. Mr. Dundas is a member of the Business Council of Canada and on the Board of Governors of the Canadian Association of Petroleum Producers. Mr. Dundas has been an active volunteer in numerous charitable endeavors and was Co-chair of the Calgary YMCA Power of Potential campaign. Mr. Dundas has served on the board of numerous private and public companies. Mr. Dundas holds a Bachelor of Commerce (Distinction) from the University of Calgary and a Bachelor of Laws (Distinction) from the University of Alberta. He was called to the Alberta Bar in 1995.

Ms. Foulkes, age 67, joined the Enerplus board in 2014. Ms. Foulkes has over 35 years of oil and gas experience combining upstream operations, strategic planning, and investment banking. She founded the Canadian platform of Tudor, Pickering, Holt, & Co. Securities, a global energy advisory firm, in 2014 and currently serves as a senior advisor to the company. Ms. Foulkes held a number of executive roles with a large, public Canadian oil and gas producer from 2008 to 2012, including Executive Vice President and Chief Operating Officer. Ms. Foulkes was a Managing Director at a private investment bank and then Scotiabank from 2000 to 2008, and for the prior 20 years, held various upstream exploration and operational roles with increasing leadership responsibilities and strategic focus.

Ms. Foulkes chairs a national not-for-profit board which supports STEM education for Canadian youth. She holds an Honors Bachelor of Science (Earth Sciences) degree from the University of Waterloo, is a member of the Canadian Association of Petroleum Geologists, the Institute of Corporate Directors and a lifetime member of the Association of Professional Engineers and Geoscientists of Alberta (APEGA).

Mr. Polzin, age 61, joined the Enerplus board in 2023. Mr. Polzin is the Founder and Executive Chairman at Camino Natural Resources, LLC (“Camino”). He is a Venture Partner of NGP Energy (“NGP”), a private equity investment firm based in Dallas, TX, and brings with him over 35 years of leadership, engineering, commercial, financial, and investing experience in the energy industry. Mr. Polzin is the Executive Chairman of Camino, an NGP portfolio oil and gas company started in 2017. Previously, he served as Chief Executive Officer of Centennial Resource Development, LLC (“Centennial”), an NGP portfolio company focused on the Permian basin of West Texas, from 2013 to 2016. Prior to forming Camino and Centennial, he served as a Managing Director and a founding partner in Investment Banking at Tudor, Pickering, Holt & Co., where he spearheaded the firm’s exploration and production asset acquisition and divestiture practice. Prior thereto, Mr. Polzin worked in roles spanning advisory, financing, business development, and engineering in the energy sector. He earned a B.S. in Petroleum Engineering from the Colorado School of Mines in 1984 and an M.B.A. from Rice University in 1986. He is also a CFA charter holder.

Mr. Sheets, age 66, joined the Enerplus board in 2017. Mr. Sheets served as Executive Vice President and Chief Financial Officer of ConocoPhillips Company (“ConocoPhillips”) from October 2010 to February 2016. Mr. Sheets was associated with ConocoPhillips and its predecessor companies for more than 35 years and served in a variety of roles, including Senior Vice President, Planning and Strategy as well as Vice President & Treasurer. He began his career in 1980 as a process engineer with Phillips Petroleum Company. Mr. Sheets also serves on the Board of Directors of Schlumberger Limited and Westlake Chemical Corporation and is a former director of DCP Midstream Partners LP. Mr. Sheets received a Bachelor’s degree in Chemical Engineering from the Missouri University of Science and Technology and an M.B.A. from the University of Houston. Mr. Sheets is a member of the Board of Trustees at the Missouri University of Science and Technology.

In connection with their appointments, the Company entered into its standard form of indemnification agreement with each of Mr. Dundas, Ms. Foulkes, Mr. Polzin and Mr. Sheets (collectively, the “New Directors” and each, a “New Director”). These agreements require the Company to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to the Company, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The forgoing description of the indemnification agreements is a summary only and is subject to, and qualified in its entirety by reference to, the full text of the indemnification agreements, a copy of the form of which is filed as Exhibit 10.2 hereto and incorporated by reference into this Item 5.02. The new directors will receive the non-employee director compensation generally provided to other non-employee directors detailed below for serving on the Board, except that such compensation may be prorated or reduced to some extent to reflect their partial year of service in 2024.

The New Directors are not related to any existing officer or director of the Company, or each other. There are no transactions or relationships between or among each of Ms. Foulkes, Mr. Polzin and Mr. Sheets and the Company that would be required to be reported under Item 404(a) of Regulation S-K. The information relating to Mr. Dundas required to be reported under Item 404(a) of Regulation S-K is disclosed in the definitive proxy statement filed by Chord with the U.S. Securities and Exchange Commission (the “SEC”), dated April 9, 2024 (the “Definitive Proxy Statement”), in the section titled “Board of Directors Following the Arrangement” beginning on page 85, which is incorporated herein by reference.

The Board assessed the independence of each New Director under the Company’s Corporate Governance Guidelines, the independence standards of NASDAQ and the rules and regulations of the SEC, and has determined that each of Ms. Foulkes, Mr. Polzin and Mr. Sheets are independent.

Director Compensation

As described above, Cynthia L. Walker and Paul J. Korus resigned from the Board effective as of immediately prior to the Effective Time. In recognition of prior service and as compensation for foregone opportunities due to the non-continuing directors’ expectation to serve on the Board for at least the remainder of the 2024 calendar year that will not be fulfilled, the Company paid Ms. Walker and Mr. Korus the annual cash retainer fees and additional retainer fees (including committee membership fees), as applicable, that would have been earned for their service on the Board for the third quarter of 2024 and each restricted stock unit granted to Ms. Walker and Mr. Korus that remained unvested as of immediately prior to the Effective Time became fully vested as of the Effective Time.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

After the Closing, on May 31, 2024, the Amended and Restated Certificate of Incorporation of the Company (the “Certificate”) was amended by that certain Certificate of Amendment to the Certificate (the “Certificate Amendment”) to increase the number of authorized shares of Chord Common Stock from 120,000,000 shares to 240,000,000 shares.

The foregoing description of the Certificate Amendment does not purport to be complete and is qualified in its entirety by reference to the Certificate Amendment, which is attached as Exhibit 3.1 hereto.

Item 7.01

Regulation FD Disclosure.

The information set forth in Item 2.02 to this Current Report on Form 8-K is incorporated herein by reference into this Item 7.01.

Item 9.01

Financial Statements and Exhibits.

(a)

Financial Statements.

The audited consolidated balance sheets of Enerplus as of December 31, 2023 and 2022, and the audited consolidated statements of income/(loss) and comprehensive income/(loss), consolidated statements of changes in shareholders’ equity and consolidated statements of cash flows of Enerplus for the years ended December 31, 2023, 2022 and 2021, and the notes related thereto, are incorporated by reference to Enerplus’ Annual Report on Form 40-F for the fiscal year ended December 31, 2023, filed on February 21, 2024, and incorporated by reference into this Item 9.01(a).

The unaudited condensed consolidated balance sheets of Enerplus as of March 31, 2024 and 2023, and the unaudited condensed consolidated statements of income/(loss) and comprehensive income/(loss), condensed consolidated statements of changes in shareholders’ equity and condensed consolidated statements of cash flows of Enerplus for the three months ended March 31, 2024 and 2023, and the notes related thereto, are incorporated by reference to Enerplus’ Report on Form 6-K, filed on May 8, 2024, and incorporated by reference into this Item 9.01(a).

(b)

Pro Forma Financial Information.

The pro forma financial information required by Article 11 of Regulation S-X for the year ended December 31, 2023 is set forth in the Definitive Proxy Statement under the caption “Unaudited Pro Forma Condensed Combined Financial Statements,” and is incorporated by referenced in this Current Report on Form 8-K. The pro forma financial information required by Article 11 of Regulation S-X for the quarter ended March 31, 2024 will be filed in an amendment to this Current Report on Form 8-K no later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.

(d)

Exhibits.


Exhibit Number		Description

2.1*		Arrangement Agreement, dated as of February 21, 2024, by and among Chord Energy Corporation, Spark Acquisition ULC and Enerplus Corporation (incorporated by reference to Exhibit 2.1 to Chord Energy Corporation’s Current Report on Form 8-K filed on February 26, 2024).

3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Chord Energy Corporation.

10.1		Fifth Amendment to the Amended and Restated Credit Agreement, dated as of May 31, 2024, by and among Chord Energy Corporation, Oasis Petroleum North America LLC, Wells Fargo Bank, N.A., and the other parties party thereto.


Exhibit Number		Description

10.2		Form of Indemnification Agreement between Chord Energy Corporation (f/k/a Oasis Petroleum Inc.) and each of the directors and executive officers thereof (incorporated by reference to Exhibit 10.4 to Chord Energy Corporation’s Current Report on Form 8-K on November 20, 2020).

99.1		Press Release, dated May 31, 2024.

99.2		Investor Presentation, dated May 31, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Chord agrees to furnish a supplemental copy of any omitted schedule or attachment to the SEC upon request; provided, that Chord may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedules and similar attachments so furnished.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

CERTIFICATE OF SECOND AMENDMENT

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

CHORD ENERGY CORPORATION

MAY 31, 2024

Chord Energy Corporation, a Delaware corporation (the “Corporation”), does hereby certify that:

FIRST: The name of the Corporation is Chord Energy Corporation. The Certificate of Incorporation of the Corporation was originally filed on February 25, 2010 and subsequently amended and restated by the Amended and Restated Certificate of Incorporation on November 19, 2020 and amended on July 1, 2022 (collectively, the “Current Certificate of Incorporation”).

SECOND: The first sentence of the first paragraph (a) of Article FOURTH of the Current Certificate of Incorporation is hereby amended and restated as follows:

“Authorized Stock. The total number of shares of stock which the Corporation shall have authority to issue is 245,000,000 shares of capital stock, classified as (i) 5,000,000 shares of preferred stock, par value $0.01 per share (“Preferred Stock”), and (ii) 240,000,000 shares of common stock, par value $0.01 per share (“Common Stock”).”

THIRD: Except as provided above, the Current Certificate of Incorporation is unchanged and remains in full force and effect.

FOURTH: The foregoing amendments were duly adopted by the Board of Directors of the Corporation in accordance with Section 242 of the DGCL.

IN WITNESS WHEREOF, this Certificate of Second Amendment has been executed by a duly authorized officer of the Corporation as of the date first written above.

[Signature Page Follows]


CHORD ENERGY CORPORATION

By:		/s/ Daniel E. Brown
Name:		Daniel E. Brown
Title:		President and Chief Executive Officer

Signature Page to the Second Amendment to Amended and Restated Certificate of Incorporation of Chord Energy Corporation

Exhibit 10.1

Execution Version

FIFTH AMENDMENT

AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF MAY 31, 2024

AMONG

CHORD ENERGY CORPORATION,

AS PARENT,

OASIS PETROLEUM NORTH AMERICA LLC,

AS BORROWER,

THE OTHER CREDIT PARTIES PARTY HERETO,

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT, ISSUING BANK AND SWINGLINE LENDER

AND

THE LENDERS PARTY HERETO

FIFTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fifth Amendment”) dated as of May 31, 2024, is among: Chord Energy Corporation, a Delaware corporation (the “Parent”); Chord Energy LLC, a Delaware limited liability company (f/k/a Oasis Petroleum LLC) (“Chord LLC”), Oasis Petroleum North America LLC, a Delaware limited liability company (the “Borrower”); the other Guarantors listed on the signature pages hereto; each of the Lenders party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”) and as the issuing bank (in such capacity, the “Issuing Bank”).

R E C I T A L S:

A. The Parent, Chord LLC, the Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of July 1, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have made certain extensions of credit available to and on behalf of the Borrower.

B. The Borrower, the Administrative Agent and certain of the Credit Parties are parties to that certain Amended and Restated Guaranty and Security Agreement dated as of July 1, 2022 (as amended, amended and restated, restated, supplemented or otherwise modified prior to the date hereof, the “Guaranty and Security Agreement”) for the ratable benefit of the Secured Parties.

C. The Borrower has entered into that certain Arrangement Agreement made and effective as of February 21, 2024 among the Parent, Spark Acquisition ULC (“Parent Canadian Sub”), an Alberta unlimited liability company and Enerplus Corporation (“Enerplus”), an Alberta corporation (the “Enerplus Acquisition Agreement”) pursuant to which Parent Canadian Sub will acquire (the “Enerplus Acquisition”), directly or indirectly, all of the issued and outstanding common shares of Enerplus and its subsidiaries, including Enerplus Energy Ltd. (“Enerplus Energy”), an Alberta corporation, Enerplus Resources U.S. Inc., a Delaware corporation, Enerplus Resources (USA) Corporation, a Delaware corporation, Enerplus USA 2006 Acquisition Inc., a Delaware corporation, Enerplus Williston I, LLC, a Delaware limited liability company, and Enerplus Williston II, LLC, a Delaware limited liability company (collectively, the “Enerplus Entities” and together with Spark Canadian Holdings Inc. (“Spark Canadian Holdings”), a Delaware corporation, and Parent Canadian Sub, each a “New Guarantor”).

D. The Parent, the Borrower, the Administrative Agent, the Issuing Bank and the Lenders party hereto desire to (i) increase the Borrowing Base to $3,000,000,000, (ii) increase the Aggregate Elected Revolving Commitment Amounts to $1,500,000,000 and (iii) amend certain provisions of the Credit Agreement and Guaranty and Security Agreement, in each case, as set forth herein and effective as of the Fifth Amendment Effective Date (as defined below), subject to the terms and conditions hereof.

E. (i) The New Guarantors shall enter into joinders and supplements to the Security Instruments as further described herein and (ii) Parent Canadian Sub, Enerplus, and Enerplus Energy (collectively, the “New Canadian Guarantors”) shall enter into the Canadian Guarantee and Security Agreement (as defined below) as further described herein.

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms. Each capitalized term used herein but not otherwise defined herein has the meaning given to such term in the Credit Agreement, as amended by this Fifth Amendment. Unless otherwise indicated, all section references in this Fifth Amendment refer to sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the conditions precedent contained in Section 5 hereof, effective as of the Fifth Amendment Effective Date, the Credit Agreement (excluding the exhibits and schedules attached to the Credit Agreement other than Exhibit B, Exhibit F, Exhibit G, Exhibit H, Annex I, Schedule 1.02(a) and Schedule 7.14 thereto, which are amended and restated to read as set forth on Exhibit A, Annex I, Schedule 1.02(a) and Schedule 7.14 to this Fifth Amendment) is hereby amended in its entirety to read as set forth on Exhibit A attached hereto (the Credit Agreement, as so amended, the “Amended Credit Agreement”).

Section 3. Amendments to the Guaranty and Security Agreement. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the conditions precedent contained in Section 5 hereof, effective as of the Fifth Amendment Effective Date, the Guaranty and Security Agreement is hereby amended as follows:

3.1 The following definitions are added to Section 1.01 of the Guaranty and Security Agreement in alphabetical order:

“ULC” means an unlimited company, an unlimited liability company or an unlimited liability corporation incorporated pursuant to or otherwise governed by the laws of any of the provinces of Canada.

“ULC Shares” means shares of capital stock in any ULC at any time owned or otherwise held by a Grantor.

3.2

Section 9.13 of the Guaranty and Security Agreement is hereby amended and restated in its entirety to read as follows:

“Each Domestic Subsidiary and each Specified Canadian Subsidiary that is required to become a party to this Agreement pursuant to Section 8.13 of the Credit Agreement shall become a Grantor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an Assumption Agreement and shall thereafter have the same rights, benefits and obligations as a Grantor party hereto on the date hereof. Each Grantor that is required to pledge Equity Interests of its Subsidiaries pursuant to the Credit Agreement shall execute and deliver a Supplement, if such Equity Interests were not previously pledged.”

3.3

A new Section 9.17 of the Guaranty and Security Agreement is inserted directly following Section 9.16 of the Guaranty and Security Agreement as follows:

“Section 9.17 ULC Shares. Notwithstanding anything else contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Grantor is the sole registered and beneficial owner of all of its Collateral that is ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of the Administrative Agent, any of the Secured Parties, or any nominee of the foregoing or any other Person on the books and records of such ULC. Accordingly, such Grantor shall be entitled to receive and retain for its own account any dividend on or other distribution, if any, in respect of ULC Shares that are its Collateral and shall have the right to vote such ULC Shares and to control the direction, management and policies of any such ULC to the same extent as such Grantor would if such ULC Shares were not pledged to the Administrative Agent for the benefit of the Secured Parties pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement or any other document or agreement among all or some of the parties hereto shall, constitute the Administrative Agent, any of the Secured Parties or any Person other than the Grantors, a member of any ULC for the purposes of the Companies Act (Nova Scotia), the Business Corporations Act (British Columbia), the Business Corporations Act (Alberta) or any other applicable legislation until such time as notice is given to the relevant Grantor and further steps are taken hereunder or thereunder so as to register the Administrative Agent, any of the Secured Parties or any nominee of the foregoing, as specified in such notice, as the holder of shares of such ULC. To the extent any provision hereof would have the effect of constituting the Administrative Agent or any of the Secured Parties a member of a ULC prior to such time, such provision shall be severed herefrom and ineffective with respect to Collateral that is shares of such ULC without otherwise invalidating or rendering unenforceable this Agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral that is not shares of such ULC.

Except upon the exercise of rights to sell or otherwise dispose of Collateral that is ULC Shares once the security interest is enforceable, no Grantor shall cause or permit, or enable any ULC in which it holds ULC Shares that are Collateral to cause or permit, the Administrative Agent or any other Secured Party to: (a) be registered as a shareholder or member of a ULC; (b) have any notation entered in its favor in the share register of a ULC; (c) be held out as a shareholder or member of a ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from a ULC by reason of the Administrative Agent or any other Secured Party holding a security interest in a ULC or ULC Shares; or (e) act as a shareholder or member of a ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, a ULC.”

Section 4. Borrowing Base and Aggregate Elected Revolving Commitment Amounts.

4.1 Borrowing Base. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, the Administrative Agent and each of the Lenders hereby agree that, effective as of the Fifth Amendment Effective Date, the Borrowing Base shall be increased from $2,500,000,000 to $3,000,000,000, and the Borrowing Base shall remain at $3,000,000,000 until the next Scheduled Redetermination, Interim Redetermination or other adjustment of the Borrowing Base thereafter, whichever occurs first pursuant to the terms of the Credit Agreement. The Borrower and the Lenders acknowledge (a) that the Borrowing Base provided for in this Section 4.1 shall constitute an Interim Redetermination of the Borrowing Base (provided that this Interim Redetermination shall not limit the ability of either the Borrower or the Administrative Agent to elect an additional Interim Redetermination pursuant Section 2.07(b) of the Credit Agreement prior to the Scheduled Redetermination that is anticipated to occur on or about October 1, 2024) and (b) this Amendment shall constitute the New Borrowing Base Notice in respect thereof for purposes of Section 2.07(d) of the Credit Agreement.

4.2 Aggregate Elected Revolving Commitment Amounts. In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, subject to the satisfaction of the conditions precedent set forth in Section 5 hereof, and in connection with the Borrowing Base increase provided for in Section 4.1 hereof, the Administrative Agent, the Lenders and the Borrower agree that, effective as of the Fifth Amendment Effective Date, the Aggregate Elected Revolving Commitment Amounts shall be increased from $1,000,000,000 to $1,500,000,000 pursuant to Section 2.06 of the Credit Agreement.

4.3 Assignment and Reallocation of Provisions. The Lenders have agreed, and the Borrower and the Administrative Agent hereby consent, to the following: (a) the assignment of certain of the Lenders’ respective Commitments and Loans to certain of the other Lenders and (b) such Lenders acquiring and assuming an interest in the Commitments and Loans assigned by certain of the other Lenders pursuant to this Section 4.3. Such assignments and assumptions are made pursuant to the terms, provisions and representations of the Assignment and Assumption attached as Exhibit F to the Credit Agreement as if each applicable party hereto had executed and delivered, or consented to, an Assignment and Assumption (with the Effective Date, as defined therein, being the Fifth Amendment Effective Date). On the Fifth Amendment Effective Date and after giving effect to such assignments and assumptions, each party hereto agrees that the (x) Commitment of each Lender shall be as set forth on Annex I attached hereto, which schedule supersedes and replaces Annex I to the Credit Agreement and (y) the principal amount of the Loans owing to each Lender shall be equal to such Lender’s pro rata portion (determined by reference to such Lender’s Commitment as set forth on Annex I attached hereto) of the aggregate principal amount of all Loans outstanding on the Fifth Amendment Effective Date).

Section 5. Conditions Precedent. This Fifth Amendment shall become effective as of the date when each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Fifth Amendment Effective Date”):

5.1 Executed Counterparts of Fifth Amendment. The Administrative Agent shall have received from the Borrower, each Guarantor and each Lender (in such number as may be requested by the Administrative Agent) executed counterparts of this Fifth Amendment signed on behalf of such Person.

5.2 Fees and Expenses. The Administrative Agent shall have received all fees and other amounts due and payable by the Credit Parties on or prior to the Fifth Amendment Effective Date, including, to the extent invoiced at least two (2) Business Days prior to the Fifth Amendment Effective Date, reimbursement or payment of all reasonable out-of-pocket expenses required to be reimbursed or paid by the Borrower pursuant to the Credit Agreement.

5.3 Upfront Fee. The Administrative Agent shall have received from the Borrower for the benefit of each Lender an upfront fee equal to 0.45% of the positive difference between (a) the Elected Revolving Commitment of each such Lender immediately preceding the Fifth Amendment Effective Date and (b) the Elected Revolving Commitment of each such Lender immediately following the Fifth Amendment Effective Date.

5.4 Enerplus Acquisition. The Administrative Agent shall have received an officer’s certificate from the Borrower, certifying that (a) the Enerplus Acquisition has been consummated in accordance with applicable law and the terms of the Enerplus Acquisition Agreement and without giving effect to any waiver, modification or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such), (b) the Borrower (and/or one or more of its Restricted Subsidiaries) has acquired (directly or indirectly) all of the proved Oil and Gas Properties evaluated in the Enerplus Acquisition Reserve Report; and (c) a true and complete executed copy of the Enerplus Acquisition Agreement and any modifications or amendments related to the Enerplus Acquisition reasonably requested by the Administrative Agent have been delivered to the Administrative Agent (together with all amendments, supplements, waivers or consents with respect to any provision thereof).

5.5 Enerplus Acquisition Reserve Report. The Administrative Agent shall have received a copy of the reserve report with an effective date of December 31, 2023 and prepared by McDaniel & Associates Consultants and Netherland, Sewell & Associates, Inc. with respect to the Oil and Gas Properties and other Properties of the Enerplus Entities acquired by the Borrower pursuant to the Enerplus Acquisition Agreement (the “Enerplus Acquisition Properties”).

5.6 Termination of Enerplus Indebtedness. The Administrative Agent shall have received evidence, in form and substance reasonably satisfactory to the Administrative Agent, that all outstanding Indebtedness of the Enerplus Entities under (a) the Amended and Restated Credit Agreement, dated as of November 3, 2022, among Enerplus Corporation, as borrower, the lenders party thereto, Royal Bank of Canada, as administrative agent, and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof and (b) the Amended and Restated Credit Agreement, dated as of November 3, 2022, among Enerplus Corporation, as borrower, the lenders party thereto, Canadian Imperial Bank of Commerce, as administrative agent and sustainability structuring agent, and the other parties thereto, as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, in each case, shall have been, or substantially concurrently with the Fifth Amendment Effective Date, will be, repaid in full, all commitments in respect thereof have been terminated, and all security and guarantees in respect thereof discharged and released.

5.7 Termination of Enerplus Liens; Lien Searches. The Administrative Agent shall have received (a) evidence satisfactory to it that all Liens on the Enerplus Acquisition Properties (other than Liens permitted under Section 9.03 of the Credit Agreement) have been released or terminated, subject only to the filing of applicable terminations, releases or assignments and (b) duly executed recordable releases and terminations with respect thereto, in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall have received appropriate UCC and/or PPSA search certificates reflecting no prior Liens encumbering the Properties of each Enerplus Entity (other than Liens permitted by Section 9.03 of the Credit Agreement) from the Secretary of State or other Governmental Authority in the state or province in which such Enerplus Entity is organized and any other jurisdiction reasonably requested by the Administrative Agent.

5.8 Corporate Documents. The Administrative Agent shall have received a certificate of the Secretary or an Assistant Secretary of each Enerplus Entity and each other New Guarantor setting forth (a) resolutions of its board of directors or other appropriate governing body with respect to the authorization of such Enerplus Entity or such other New Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (b) the officers of each member of the Enerplus Entity or such other New Guarantor (i) who are authorized to sign the Loan Documents to which each member of the Enerplus Entity or such other New Guarantor is a party and (ii) 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, (c) specimen signatures of such authorized officers, and (d) the articles or certificate of incorporation or amalgamation and by-laws (or equivalent organizational documents) of each Enerplus Entity and each other New Guarantor, 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.

5.9 Good Standing. The Administrative Agent shall have received certificates of the appropriate State, provincial or other foreign agencies with respect to the existence, qualification and good standing of each New Guarantor in the jurisdiction in which such New Guarantor is organized.

5.10 Security Instruments. The Administrative Agent shall have received (a) from each New Guarantor counterparts (in such number as may be requested by the Administrative Agent) of an Assumption Agreement (as such term is defined in the Guaranty and Security Agreement), which Assumption Agreement shall be in form and substance reasonably satisfactory to the Administrative Agent, signed on behalf of each such New Guarantor, (b) from the Borrower and/or its Restricted Subsidiaries, as applicable, counterparts (in such number as may be requested by the Administrative Agent) of a Supplement (as such term is defined in the Guaranty and Security Agreement), which Supplement shall be in form and substance reasonably satisfactory to the Administrative Agent, signed on behalf of the Borrower and/or such Restricted Subsidiary, as applicable, and (c) from each New Guarantor counterparts (in such number as may be requested by the Administrative Agent) of a joinder to the Intercompany Subordination Agreement, which joinder agreement shall be in form and substance reasonably satisfactory to the Administrative Agent, signed on behalf of each such New Guarantor. In connection with the execution and

delivery of each Supplement, the Administrative Agent shall have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests of each New Guarantor and its Restricted Subsidiaries to the extent such Equity Interests are certificated.

5.11 Canadian Security Agreement. The Administrative Agent shall have received from each of the New Canadian Guarantors, and each of the other parties thereto duly executed counterparts (in such number as may be requested by the Administrative Agent) of the Canadian Guarantee and Security Agreement (the “Canadian Guarantee and Security Agreement”). In connection with the execution and delivery of the Canadian Guarantee and Security Agreement and in the case of (b) below, the Assumption Agreement, the Administrative Agent shall (a) be reasonably satisfied that the Canadian Guarantee and Security Agreement creates first priority, perfected Liens (subject only to Liens permitted under Section 9.03 of the Credit Agreement) on all Property purported to be pledged as collateral pursuant to the Canadian Guarantee and Security Agreement and (b) have received certificates, together with undated, blank stock powers for each such certificate, representing all of the issued and outstanding Equity Interests held by Spark Canadian Holdings or any of the New Canadian Guarantors to the extent any such Equity Interest is certificated.

5.12 Opinions. The Administrative Agent shall have received an opinion of (a) Paul Hastings LLP, special counsel to the Credit Parties and (b) Goodmans LLP, special local counsel to the Borrower with respect to the New Canadian Guarantors, in each case, in form and substance reasonably satisfactory to the Administrative Agent.

5.13 No Default. No Default, Event of Default or Borrowing Base Deficiency shall have occurred and be continuing as of the Fifth Amendment Effective Date prior to and after giving effect to the terms of this Fifth Amendment.

5.14 Know Your Customer. The Administrative Agent and the Lenders shall have received, by at least three (3) Business Days (or such later date as agreed to by the Administrative Agent in its sole discretion) prior to the Fifth Amendment Effective Date, all documentation and other information about each New Guarantor as shall have been requested in writing by the Administrative Agent or the Lenders at least ten (10) Business Days prior to the Fifth Amendment Effective Date required by U.S. regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation.

The Administrative Agent is hereby authorized and directed to declare the Fifth Amendment Effective Date to have occurred when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 5 or the waiver of such conditions as permitted hereby. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 6. Post-Closing Covenants. Notwithstanding anything to the contrary in the Loan Documents, the Borrower shall have (a) 45 days in the case of Section 6.1, (b) 60 days in the case the Section 6.2 and (c) 120 days in the case of Section 6.3 in each case following the Fifth Amendment Effective Date, or such later date as may be agreed to by the Administrative Agent in its sole discretion, with regards to the following:

6.1 Control Agreement. The Administrative Agent shall have received a duly executed Control Agreement in form and substance reasonably satisfactory to the Administrative Agent for each Deposit Account, Securities Account and Commodity Account (other than Excluded Accounts) that each New Grantor maintains.

6.2 Mortgages. The Administrative Agent shall have received duly executed and notarized deeds of trust and/or mortgages or supplements to existing deeds of trust and/or mortgages in form reasonably satisfactory to the Administrative Agent to the extent necessary so that the Mortgaged Properties satisfy the Mortgage Coverage Requirement with respect to the Proved Reserves evaluated in the most recently completed Reserve Report and the Enerplus Acquisition Reserve Report (on a combined basis).

6.3 Title. The Administrative Agent shall have received title information in form and substance reasonably acceptable to the Administrative Agent covering enough of the Oil and Gas Properties evaluated in the most recent Reserve Report so that the Administrative Agent shall have received, together with title information previously delivered to the Administrative Agent, reasonably satisfactory title information that satisfies the Title Coverage Requirement with respect to the Proved Reserves evaluated in the most recently completed Reserve Report and the Enerplus Acquisition Reserve Report (on a combined basis).

Section 7. Miscellaneous.

7.1 Confirmation and Effect. The provisions of the Credit Agreement, as amended by this Fifth Amendment, shall remain in full force and effect following the effectiveness of this Fifth Amendment. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or any other word or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference in any other Loan Document to the Credit Agreement or any word or words of similar import shall be and mean a reference to the Credit Agreement as amended hereby.

7.2 No Waiver. Neither the execution by the Administrative Agent or the Lenders of this Fifth Amendment, nor any other act or omission by the Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver by the Administrative Agent or the Lenders of any Defaults or Events of Default which may exist, which may have occurred prior to the date of the effectiveness of this Fifth Amendment or which may occur in the future under the Credit Agreement and/or the other Loan Documents. Similarly, nothing contained in this Fifth Amendment shall directly or indirectly in any way whatsoever either: (a) impair, prejudice or otherwise adversely affect the Administrative Agent’s or the Lenders’ right at any time to exercise any right, privilege or remedy in connection with the Loan Documents with respect to any Default or Event of Default, (b) except to the extent expressly set forth herein, amend or alter any provision of the Credit Agreement, the other Loan Documents, or any other contract or instrument, or (c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement, the other Loan Documents, or any other contract or instrument.

7.3 Ratification and Affirmation; Representations and Warranties. Each Credit Party hereby: (a) acknowledges the terms of this Fifth Amendment, (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the execution of this Fifth Amendment: (i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct in all material respects (or, if already qualified by materiality, Material Adverse Effect or a similar qualification, true and correct in all respects) as of such specified earlier date and (ii) no Default or Event of Default has occurred and is continuing.

7.4 Counterparts. This Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Fifth Amendment by facsimile or other electronic transmission (e.g., “pdf” or “tif”), including via DocuSign or other similar electronic signature technology shall be effective as delivery of a manually executed counterpart hereof.

7.5 No Oral Agreement. This Fifth Amendment, the Credit Agreement and the other Loan Documents executed in connection herewith and therewith represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties.

7.6 GOVERNING LAW. THIS FIFTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

7.7 Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this Fifth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of Simpson Thacher & Bartlett LLP and Stikeman Elliot LLP, as counsel to the Administrative Agent.

7.8 Severability. Any provision of this Fifth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

7.9 Successors and Assigns. This Fifth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

7.10 Loan Document. This Fifth Amendment shall constitute a “Loan Document” under and as defined in Section 1.02 of the Credit Agreement.

7.11 No Novation. The parties hereto agree that this Fifth Amendment does not in any way constitute a novation of the existing Credit Agreement, but is an amendment of the Credit Agreement.

[Signatures Begin Next Page]

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be duly executed as of the date first written above.


BORROWER:	OASIS PETROLEUM NORTH AMERICA LLC

	By:	/s/ Richard N. Robuck
	Name:	Richard N. Robuck
	Title:	Executive Vice President and Chief
		Financial Officer

GUARANTORS:	CHORD ENERGY CORPORATION
	CHORD ENERGY LLC
	CHORD ENERGY MARKETING LLC
	OASIS WELL SERVICES LLC
	OMS HOLDINGS LLC
	OASIS PETROLEUM PERMIAN LLC
	OASIS INVESTMENT HOLDINGS LLC
	WHITING HOLDINGS LLC
	WHITING OIL AND GAS CORPORATION
	SPARK CANADIAN HOLDINGS INC.
	SPARK ACQUISITION ULC
	ENERPLUS CORPORATION
	ENERPLUS ENERGY LTD.
	ENERPLUS RESOURCES U.S. INC.
	ENERPLUS USA 2006 ACQUISITION INC.
	ENERPLUS RESOURCES (USA) CORPORATION
	ENERPLUS WILLISTON I, LLC
	ENERPLUS WILLISTON II, LLC

	By:	/s/ Richard N. Robuck
	Name:	Richard N. Robuck
	Title:	Executive Vice President and Chief Financial Officer

Signature Page to Fifth Amendment to Amended and Restated Credit Agreement