FIFTH AMENDMENT AND WAIVER AGREEMENTCredit Agreement • March 31st, 2015 • Samson Resources Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of December 21, 2011, among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party hereto.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • New York
SECOND LIEN TERM LOAN CREDIT AGREEMENT dated as of September 25, 2012, among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), the lending institutions from time to time parties hereto (each a “Lender” and, collectively, the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1 hereto).
SAMSON RESOURCES SPECIAL AGREEMENT WITH LOUIS D. JONES OF 2013Samson Resources Special Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Oklahoma
This Samson Resources Special Agreement with Louis D. Jones of 2013 (“Agreement”) is entered effective August 5, 2013 by and between Samson Resources Company (“Company”), a subsidiary of Samson Investment Company, and Louis D. Jones, an individual who will become an executive of the Company on August 5, 2013 (“Executive”). As used in this Agreement, “Samson” is defined as, shall mean and shall include (i) Samson Resources Company, (ii) Samson Resources Corporation, (iii) Samson Investment Company and any of its other subsidiary companies (including, without limitation, Samson Lone Star, LLC and Samson Contour Energy E&P LLC), and (iv) any successor to all or part of Samson’s business pursuant to a Change of Control which successor assumes and agrees to perform this Agreement or which otherwise becomes bound by all the terms and provisions hereof by operation of law.
SALE PARTICIPATION AGREEMENTSale Participation Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
You have entered into an employee stockholder’s agreement, dated as of the date hereof, between Samson Resources Corporation, a Delaware corporation (the “Company”) and you (the “Stockholder’s Agreement”) relating to your acquisition and holding of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”, which term include, without limitation, such shares issuable upon exercise of options (“Options”) to purchase Common Stock that the Company has granted to you). Samson Aggregator L.P., a Delaware limited partnership (the “Sponsor Investor”), hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of April 18, 2013:
SAMSON INVESTMENT COMPANY CHANGE OF CONTROL AGREEMENTWaiver and Release of Claims Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Oklahoma
This Change of Control Agreement (this “Agreement”) is entered into by and between Samson Investment Company and , an employee of Samson (“Employee”), subject to the terms and conditions set forth in this Agreement, for the purpose of retaining Employee, maintaining a stable work environment for Employee and allowing Employee to more effectively perform his or her assigned duties. As used in this Agreement, “Samson” is defined as, shall mean and shall include (i) Samson Investment Company, (ii) any of its subsidiary companies (including, without limitation, Samson Resources Company, Samson Lone Star, LLC, Samson Offshore Company, Samson Contour Energy E&P LLC and Samson Concorde Gas Intrastate, Inc.), and (iii) any buyer of the voting common stock or membership interest of such entities, any other successor to all or part of Samson’s business which assumes and agrees to perform this Agreement or which otherwise becomes bound by all the terms and provisions hereof by operation of law. I
OFFICER RETENTION AGREEMENTOfficer Retention Agreement • November 14th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Oklahoma
This OFFICER RETENTION AGREEMENT (the “Agreement”), effective [DATE] (the “Effective Date”), is made by and between Samson Resources Corporation (the “Company”) and [OFFICER NAME] (“Officer”) (collectively, the “Parties”).
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT (the “Agreement”) is made by and between Samson Resources Corporation (hereinafter called the “Company”), and Randy L. Limbacher, an employee of the Company or of a subsidiary of the Company, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
Re: Performance AwardSamson Resources Corp • March 31st, 2015 • Crude petroleum & natural gas
This letter will confirm that you are eligible to receive a performance award from Samson Resources Corporation (the “Company”) under the terms and conditions outlined in this letter and pursuant to the Samson Resources Corporation 2015 Performance Bonus Plan (the “Plan”). Capitalized terms in this letter (your “Participation Agreement”) not herein defined shall have the meaning set forth in the Plan.
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 29, 2013, among Samson Resources Corporation, a Delaware corporation (the “Guaranteeing Parent”), a direct parent company of Samson Investment Company (or its permitted successor), a Nevada corporation (the “Issuer”), the Issuer and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
FOURTH AMENDMENT AGREEMENTFourth Amendment Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of December 21, 2011, among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party hereto.
THIRD AMENDMENT AGREEMENTThird Amendment Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of December 21, 2011, among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party hereto.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2014 • Samson Resources Corp • Crude petroleum & natural gas
THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT with Randy L. Limbacher (“Amendment”) is entered into effective as of November 14, 2014 (the “Effective Date”) by and between Samson Resources Corporation, a Delaware corporation (“SRC”), and Samson Investment Company, a Nevada corporation (together with SRC, collectively, the “Employer”), and Randy L. Limbacher (the “Executive”).
RESTRICTED STOCK AWARD AGREEMENT (2013 FORM)Restricted Stock Award Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT (the “Agreement”) is made effective as of the “Grant Date”), between Samson Resources Corporation (hereinafter called the “Company”), and , an employee of the Company or of a subsidiary of the Company, hereinafter referred to as the “Grantee.” Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan.
AMENDMENT TO THE FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • July 21st, 2014 • Samson Resources Corp • Crude petroleum & natural gas • New York
AMENDMENT TO THE FIRST SUPPLEMENTAL INDENTURE (this “Amendment”), dated as of July 21, 2014, among Samson Resources Corporation, a Delaware corporation (the “Guaranteeing Parent”), a direct parent company of Samson Investment Company (or its permitted successor), a Nevada corporation (the “Issuer”), the Issuer and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”).
SECOND AMENDMENT AGREEMENT (this “Amendment”), dated as of September 7, 2012, to that certain Credit Agreement, dated as of December 21, 2011 (as amended prior to the date hereof, the “Existing Credit Agreement”; and as amended hereby, the “Credit...Second Lien Intercreditor Agreement • March 31st, 2015 • Samson Resources Corp • Crude petroleum & natural gas • New York
CREDIT AGREEMENT, dated as of December 21, 2011, among SAMSON INVESTMENT COMPANY, a Nevada corporation (the “Borrower”), (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1), the banks, financial institutions and other lending institutions from time to time parties as lenders hereto (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter of Credit Issuer, and each other Letter of Credit Issuer from time to time party hereto.
AMENDMENT TO SAMSON RESOURCES SPECIAL AGREEMENT WITH [OFFICER NAME] OF [YEAR]Samson Resources • November 14th, 2014 • Samson Resources Corp • Crude petroleum & natural gas
THIS AMENDMENT TO THE SAMSON RESOURCES SPECIAL AGREEMENT WITH [OFFICER NAME] OF [YEAR] (“Amendment”) is entered into effective as of November 14, 2014 (the “Effective Date”) by and between Samson Resources Company (the “Company”), and [OFFICER NAME] (the “Executive”).
EXECUTIVE STOCKHOLDER’S AGREEMENT (2013 FORM)Executive Stockholder’s Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
This Executive Stockholder’s Agreement (this “Agreement”) is entered into as of [ ] among Samson Resources Corporation (f/k/a Tulip Acquisition Corporation), a Delaware corporation (the “Company”), and the undersigned Person (the “Executive Stockholder”) (the Company and the Executive Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
OPTION AWARD AGREEMENTOption Award Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
THIS OPTION AWARD AGREEMENT (this “Agreement”) is made by and between Samson Resources Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and the individual (the “Optionee”) whose name is set forth on the signature page hereof, who is a Participant. Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Samson Resources Corporation 2011 Stock Incentive Plan, as amended, modified or supplemented from time to time (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Oklahoma
This Employment Agreement (this “Agreement”), effective as of April 18, 2013 (the “Effective Date”), is between Samson Resources Corporation, a Delaware corporation (“SRC”) and its wholly owned subsidiary, Samson Investment Company, a Nevada Corporation (“SIC” and together with SRC the “Employer”), and Randy L. Limbacher (“Executive”).
EXECUTIVE STOCKHOLDER’S AGREEMENTStock Purchase Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
This Executive Stockholder’s Agreement (this “Agreement”) is entered into as of April 18, 2013 among Samson Resources Corporation, a Delaware corporation (the “Company”), and the undersigned Person (the “Executive Stockholder”) (the Company and the Executive Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
Contract2013 Option Award Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
THIS OPTION AWARD AGREEMENT (this “Agreement”), dated as of [ ] (the “Grant Date”) is made by and between Samson Resources Corporation, a Delaware corporation (hereinafter referred to as the “Company”), and the individual (the “Optionee”) whose name is set forth on the signature page hereof, who is a Participant. Any capitalized terms used but not otherwise defined herein shall have the meaning set forth in the Samson Resources Corporation 2011 Stock Incentive Plan, as amended, modified or supplemented from time to time (the “Plan”).
STOCK REPURCHASE AGREEMENTStock Repurchase Agreement • June 19th, 2015 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
THIS STOCK REPURCHASE AGREEMENT, dated as of June 15, 2015 (this “Agreement”), is made by and among (i) Samson Resources Corporation, a Delaware corporation (the “Company”), (ii) JD Rockies Resources Limited, a Delaware corporation (“Seller”) and (iii) ITOCHU Corporation, a corporation organized under the laws of Japan (“Itochu”). Except as otherwise indicated, capitalized terms used herein are defined in Section 9 hereof. Terms used but not otherwise defined herein shall have the meaning set forth in the Stockholders Agreement.
SETTLEMENT, WAIVER AND RELEASE AGREEMENTSettlement, Waiver and Release Agreement • March 31st, 2015 • Samson Resources Corp • Crude petroleum & natural gas • Oklahoma
This Settlement, Waiver and Release Agreement (this “Release”) is being entered into by and between [NAME] (“Officer”) and Samson Resources Corporation (“Company”), subject to the terms and conditions set forth in this Release, for the purpose of complying with the release requirements contained in the Officer Retention Agreement (the “Retention Agreement”), effective November 14, 2014, by and between Officer and the Company. As used in this Release, “Company” is defined as, shall mean and shall include (i) Samson Resources Corporation and any of its subsidiaries or affiliates, (ii) Samson Investment Company and any of its subsidiaries or affiliates (including, without limitation, Samson Resources Company, Samson Lone Star, LLC, Samson Offshore Company, Samson Contour Energy E&P, LLC and Samson Concorde Gas Intrastate, Inc.), and (iii) any buyer of such entities identified in (i) and (ii) above or any other successor to their business. Other than the terms defined above, all capitalize
Re: Bonus AwardSamson Resources Corp • March 31st, 2015 • Crude petroleum & natural gas
This letter will confirm that you are eligible to receive an award from Samson Resources Corporation (the “Company”) under the terms and conditions outlined in this letter and pursuant to the Samson Resources Corporation 2015 Bonus Plan (the “Plan”). Capitalized terms in this letter (your “Participation Agreement”) not herein defined shall have the meaning set forth in the Plan.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • New York
This INDEMNIFICATION AGREEMENT, dated as of December 21, 2011 (the “Agreement”), is among Samson Resources Corporation, a Delaware corporation (f/k/a Tulip Acquisition Corporation) (“SRC”), Samson Investment Company, a Nevada corporation (the “Company” and, together with SRC, the “Company Entities”), Samson Aggregator L.P., a Delaware limited partnership (“Aggregator”), Samson Aggregator GP LLC, a Delaware limited liability company (“Aggregator GP”), JD Rockies Resources Limited, a Delaware corporation (“JDR” and, together with Aggregator, the “Investors” and each, an “Investor”), Kohlberg Kravis Roberts & Co L.P. (the “KKR Manager”), NGP Energy Capital Management, L.L.C. (the “NGP Manager”), Crestview Advisors, L.L.C. (the “Crestview Manager” and, collectively with JDR, the KKR Manager and the NGP Manager, the “Managers” and each, a “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
On behalf of Samson Resources Corporation (the “Company”), I am pleased to inform you that the Company has decided to pay you a portion of the award set forth under the Officer Retention Agreement (the “Retention Agreement”), effective November 14,...Waiver and Release Agreement • March 31st, 2015 • Samson Resources Corp • Crude petroleum & natural gas • Oklahoma
This Release Agreement is intended to be a binding obligation on you and the Company. If this Release Agreement accurately reflects your understanding as to the terms and conditions of the Release Payment, please sign and date one copy of this Release Agreement no later than March 27, 2015 and return the same to me for the Company’s records. You should make a copy of the executed Release Agreement for your records.
FORM OF 2013 SALE PARTICIPATION AGREEMENTParticipation Agreement • May 13th, 2014 • Samson Resources Corp • Crude petroleum & natural gas • Delaware
You have entered into an employee stockholder’s agreement, dated as of the date hereof, between Samson Resources Corporation, a Delaware corporation (the “Company”) and you (the “Stockholder’s Agreement”) relating to your acquisition and holding of shares of common stock, par value $0.01 per share, of the Company (“Common Stock”, which term include, without limitation, such shares issuable upon exercise of options (“Options”) to purchase Common Stock that the Company has granted to you). Samson Aggregator L.P., a Delaware limited partnership (the “Sponsor Investor”), hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of the date hereof:
