CREDIT AGREEMENT Dated as of December 21, 2011 among SAMSON INVESTMENT COMPANY, as the Borrower, The Several Lenders from Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and a Letter...Credit Agreement • February 14th, 2013 • Samson Holdings, Inc. • 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.
REGISTRATION RIGHTS AGREEMENT Dated as of February 8, 2012 Among SAMSON INVESTMENT COMPANY and the Guarantors listed on the signature pages hereof and J.P. MORGAN SECURITIES LLC MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO...Registration Rights Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of February 8, 2012, by and among Samson Investment Company, a Nevada corporation (the “Issuer”) and the guarantors listed on the signature pages to this Agreement (the “Guarantors”), on the one hand, and J.P. Morgan Securities LLC, on behalf of itself and as representative (the “Representative”) of the several initial purchasers named in Schedule I hereto (collectively, the “Initial Purchasers”), on the other hand.
SAMSON RESOURCES SPECIAL AGREEMENT WITH PHILIP W. COOK OF 2012Samson Resources Special Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Oklahoma
This Samson Resources Special Agreement with Philip W. Cook of 2012 (“Agreement”) is entered effective April 16, 2012 by and between Samson Resources Company (“Company”), a subsidiary of Samson Investment Company, and Philip W. Cook, an executive of the Company (“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.
SECOND LIEN TERM LOAN CREDIT AGREEMENT Dated as of September 25, 2012 among SAMSON INVESTMENT COMPANY, as the Borrower, The Several Lenders from Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent CREDIT...Credit Agreement • February 14th, 2013 • Samson Holdings, Inc. • 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).
FORM OF SALE PARTICIPATION AGREEMENTSale Participation Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
You have entered into a 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 the grant by the Company to you of options (“Options”) to purchase shares of common stock, par value $0.01 per share, of the Company (“Common Stock”). 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:
Form Change of Control Agreement SAMSON INVESTMENT COMPANY CHANGE OF CONTROL AGREEMENTWaiver and Release of Claims Agreement • February 14th, 2013 • Samson Holdings, Inc. • 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
SECONDMENT AGREEMENTSecondment Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • New York
This Secondment Agreement (the “Agreement”) is made as of December 21, 2011 between Samson Resources Corporation, a Delaware Corporation that was formerly known as Tulip Acquisition Corporation (“SRC”), and ITOCHU Corporation (“Itochu”), a corporation organized under the laws of Japan.
SAMSON RESOURCES CORPORATION OPTION AWARD AGREEMENT (STANDARD FORM)Option Award Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
THIS OPTION AWARD AGREEMENT (this “Agreement”), dated as of April 16, 2012 (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”).
Samson Plaza Two West Second Street Tulsa, Oklahoma 74103-3103 USA Fax 918/591-1796 March 19, 2012 Mr. David Adams Chief Executive Officer Samson Resources Company Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103Stock Purchase Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas
Re: Stock Purchase Agreement dated as of November 22, 2011 among Tulip Acquisition Corporation (now Samson Resources Corporation), Samson Investment Company, and the Selling Stockholders named therein, as amended by that certain Amendment No. 1 to Stock Purchase Agreement dated as of December 12, 2011 (as so amended, the “Agreement”)
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • New York
CONSULTING AGREEMENTConsulting Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Louisiana
This Consulting Agreement (“Agreement”) is entered into as of the 29th day of March, 2012 between SAMSON INVESTMENT COMPANY including its subsidiaries (“Company”) and JD ROCKIES RESOURCES LIMITED (“Contractor”).
CONTOUR ENERGY E & P, LLC FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas
This First Amendment to Limited Liability Company Agreement (the “Amendment”) of CONTOUR ENERGY E & P, LLC (the “Company”) is made and entered into effective as of January 15, 2003 by CONTOUR ENERGY CO., as the Sole Member of the Company (the -Sole Member”).
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas
THIS FIRST AMENDMENT TO CONSULTING AGREEMENT (this “Amendment”), dated as of the 26th day of September, 2012, is between SAMSON INVESTMENT COMPANY including its subsidiaries (“Company”) and JD ROCKIES RESOURCES LIMITED (“Contractor”).
December 10, 2012Samson Holdings, Inc. • February 14th, 2013 • Crude petroleum & natural gas
December 18, 2012Samson Holdings, Inc. • February 14th, 2013 • Crude petroleum & natural gas
The purpose of this letter is to confirm our agreement regarding your separation from service as Chief Executive Officer of Samson Resources Corporation and Samson Investment Company, including their subsidiaries (collectively, the “Company”), announced December 11, 2012 (the “Termination Date”). You will be allowed to continue, and agree to continue, any necessary wind-down, transfers or other work you deem necessary after the Termination Date through December 31, 2012. You will continue to receive the same compensation and benefits that you have been or are currently receiving from the date of this letter through December 31, 2012.
LIMITED LIABILITY COMPANY AGREEMENT OF CONTOUR ENERGY E & P, LLC December 31, 2001Limited Liability Company Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
This Limited Liability Company Agreement (the “LLC Agreement”) of CONTOUR ENERGY E. & P, LLC is entered into by CONTOUR ENERGY CO., as the sole Member of the Company (the -Member”).
June 21, 2012 Mr. David Adams Chief Executive Officer Samson Resources Company Samson Investment Company Two West Second Street Tulsa, Oklahoma 74103Samson Holdings, Inc. • February 14th, 2013 • Crude petroleum & natural gas
Re: Stock Purchase Agreement dated as of November 22, 2011 among Tulip Acquisition Corporation (now Samson Resources Corporation), Samson Investment Company, and the Selling Stockholders named therein, as amended by that certain Amendment No. 1 to Stock Purchase Agreement dated as of December 12, 2011 and that certain Letter Agreement dated as of March 19, 2012 (as so amended, the “Agreement”)
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • New York
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of August 6, 2012, is among Samson Investment Company, as borrower (the “Borrower”), and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent under the Credit Agreement described below (in such capacity, the “Administrative Agent”).
SAMSON CONTOUR ENERGY E & P, LLC SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas
This Second Amendment to Limited Liability Company Agreement (the “Amendment”) of SAMSON CONTOUR ENERGY E & P, LLC (the “Company”) is made and entered into effective as of March 9, 2006 by SAMSON CONTOUR ENERGY CO., as the Sole Member of the Company (the “Sole Member”).
SUBLEASE AGREEMENTSublease Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas
This Sublease Agreement (“Agreement”) is made and entered into on this 29th day of March, 2012 (the “Effective Date”), by and between SAMSON INVESTMENT COMPANY, a Nevada corporation having its office at Samson Plaza, 2 West 2nd Street, Tulsa, OK 74103 (“Samson”), and JD ROCKIES RESOURCES LIMITED, a Delaware corporation having its office at 5555 San Felipe, Suite 620, Houston, Texas 77056 (“JDR”).
FORM OF RPM STOCKHOLDER’S AGREEMENTRPM Stockholder’s Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
This RPM Stockholder’s Agreement (this “Agreement”) is entered into as of November [ ], 2012 among Samson Resources Corporation (f/k/a Tulip Acquisition Corporation), a Delaware corporation (the “Company”), and the undersigned Person (the “RPM Stockholder”) (the Company and the RPM 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.
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTManagement Stockholder’s Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of April 16, 2012 among Samson Resources Corporation (f/k/a Tulip Acquisition Corporation), a Delaware corporation (the “Company”), and the undersigned Person (the “Management Stockholder”) (the Company and the Management 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.
SAMSON RESOURCES CORPORATIONSamson Resources • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Texas
PURCHASE AND SALE AGREEMENT BETWEEN SAMSON RESOURCES COMPANY AS SELLER AND CONTINENTAL RESOURCES, INC. AS BUYER DATED AS OF November 6, 2012Purchase and Sale Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Oklahoma
This Purchase and Sale Agreement (“Agreement”), made as of November 6, 2012 (“Execution Date”) by and between SAMSON RESOURCES COMPANY, an Oklahoma corporation, whose address is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103 (“Seller”) and CONTINENTAL RESOURCES, INC., an Oklahoma corporation, whose address is 20 N. Broadway, Oklahoma City, Oklahoma (“Buyer”) (Buyer and Seller are sometimes referred to below individually as a “Party” or collectively as the “Parties”);
STOCK PURCHASE AGREEMENT dated as of November 22, 2011 among TULIP ACQUISITION CORPORATION, a Delaware corporation, SAMSON INVESTMENT COMPANY, a Nevada corporation, and THE SELLING STOCKHOLDERS NAMED HEREINStock Purchase Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 22, 2011, is entered into by and among Tulip Acquisition Corporation, a corporation existing under the laws of Delaware (“Purchaser”), Samson Investment Company, a Nevada corporation (the “Company”), and the stockholders of the Company listed on the signature pages hereof (collectively, the “Selling Stockholders”).
ACKNOWLEDGMENT, RELEASE AND INDEMNIFICATION AGREEMENTAcknowledgment, Release and Indemnification Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas
This ACKNOWLEDGEMENT, RELEASE AND INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the day of November 2012, effective as of December 21, 2011 by and among RPM Energy Management LLC (“RPM”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), and Samson Resources Corporation (“Samson”).
FIRST AMENDMENT TO SUBLEASE AGREEMENTSublease Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas
This First Amendment to Sublease Agreement (this “Amendment”) is made and entered into on this 26th day of September, 2012, by and between SAMSON INVESTMENT COMPANY, a Nevada corporation having its office at Samson Plaza, 2 West 2nd Street, Tulsa, OK 74103 (“Samson”), and JD ROCKIES RESOURCES LIMITED, a Delaware corporation having its office at 5555 San Felipe, Suite 620, Houston, Texas 77056 (“JDR”).
FORM OF EMPLOYEE STOCKHOLDER’S AGREEMENTEmployee Stockholder’s Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
This Employee Stockholder’s Agreement (this “Agreement”) is entered into as of April 16, 2012 among Samson Resources Corporation (f/k/a Tulip Acquisition Corporation), a Delaware corporation (the “Company”), and the undersigned Person (the “Employee Stockholder”) (the Company and the Employee 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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SAMSON LONE STAR, LLC (Effective January 9, 2012) (Formerly known as Samson LS, LLC)Limited Liability Company Operating Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Operating Agreement of Samson Lone Star, LLC (the “Company”), a limited liability company organized under the laws of the State of Delaware, originally made as of the 28th day of November, 2011, but amended and restated effective January 9, 2012, is entered into by and among the Members(s) listed in Exhibit A hereto (individually, a “Member” and collectively, the “Members”).
AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT AMONG SAMSON RESOURCES CORPORATION, SAMSON AGGREGATOR L, P., JD ROCKIES RESOURCES LIMITED AND ITOCHU CORPORATION (solely for the purposes of Section 5.5) January 25, 2012Stockholders’ Agreement • February 14th, 2013 • Samson Holdings, Inc. • Crude petroleum & natural gas • Delaware
This Amended and Restated Stockholders’ Agreement (this “Agreement”) is entered into as of January 25, 2012, by and among Samson Resources Corporation, a Delaware corporation that was formerly known as Tulip Acquisition Corporation (the “Company”), Samson Aggregator L.P., a Delaware limited partnership (the “Sponsor”), JD Rockies Resources Limited, a Delaware corporation (“Itochu” and, together with the Sponsor and any other stockholders of the Company who become party to this Agreement from time to time pursuant to the terms hereof, the “Stockholders”) and, solely for purposes of Section 5.5, ITOCHU Corporation, a corporation organized under the laws of Japan (“ITOCHU Corporation”).
