AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 19, 2011 Among MATADOR RESOURCES COMPANY, as Borrower, COMERICA BANK as Administrative Agent, Syndication and Documentation Agent and Issuing Lender and THE LENDERS SIGNATORY HERETOCredit Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas • Texas
This Amended and Restated Credit Agreement (as may be amended, restated, supplemented, or modified from time to time, this “Agreement”) executed as of May 19, 2011, by and between Matador Resources Company, a Texas corporation (hereinafter referred to as the “Borrower”), each of the lenders listed on the signature pages hereof or which pursuant to Section 15(f) becomes a “Lender” hereunder (each individually, a “Lender” and collectively, the “Lenders”), Comerica Bank, a Texas banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Agent”), Comerica Bank, as Issuing Lender (in such capacity, together with its successors in such capacity, the “Issuing Lender”) and Comerica Bank, as Syndication and Documentation Agent (in such capacity, together with its successors in such capacity, the “Arranger”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on August 9, 2011, to be effective as of the Effective Date (as defined below) by and between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors (the “Board”), and Matthew Hairford (“Employee”). For purposes of this Agreement, the “Effective Date” shall mean the date of filing with the United States Securities and Exchange Commission of Matador’s first registration statement following the date hereof with respect to an underwritten public offering of its equity securities, or such other date as the Board and Employee may agree.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas • Texas
This INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into effective as of [ ], by and between Matador Resources Company, a Texas corporation (the “Company”), and (“Indemnitee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
This First Amendment (the “Amendment”) to that certain employment agreement between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors, and Joseph Wm. Foran (“Employee”) dated and effective August 9, 2011 (the “Agreement”) is entered into and effective as of October 24, 2011.
PARTICIPATION AGREEMENT by and among ROXANNA OIL, INC., ROXANNA ROCKY MOUNTAINS, LLC, MRC ROCKIES COMPANY, MATADOR RESOURCES COMPANY, MATADOR PRODUCTION COMPANY, ALLIANCE CAPITAL REAL ESTATE, INC., and ALLIANCEBERNSTEIN L.P. May 14, 2010Participation Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas • Texas
THIS PARTICIPATION AGREEMENT (this “Agreement”) is entered into as of May 14, 2010, by and among ROXANNA ROCKY MOUNTAINS, LLC, a Texas limited liability company (“Roxanna”), MRC ROCKIES COMPANY, a Texas corporation (“Matador” and together with Roxanna collectively referred to as “Owners”), ROXANNA OIL, INC., a Texas corporation (“ROI”), MATADOR RESOURCES COMPANY, a Texas corporation (“MRC”), MATADOR PRODUCTION COMPANY, a Texas corporation (“Operator”), ALLIANCE CAPITAL REAL ESTATE, INC., a Delaware corporation (“Participant”) and ALLIANCEBERNSTEIN L.P., a Delaware limited partnership (“AllianceBernstein”). Roxanna, Matador, ROI, MRC, Operator, Participant and AllianceBernstein are sometimes hereinafter referred to collectively as “Parties” and individually as a “Party”.
PURCHASE, SALE AND PARTICIPATION AGREEMENT by and between ORCA ICI DEVELOPMENT, JV, as Seller, and MATADOR RESOURCES COMPANY, as Buyer Dated as of May 16, 2011Purchase and Sale Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas • Texas
This Purchase, Sale and Participation Agreement (the “Agreement”) is made this 16th day of May, 2011 (the “Effective Date”), by and between ORCA ICI DEVELOPMENT, JV, a Texas general partnership (“Seller”), whose address is 5005 Riverway, Suite 440, Houston, Texas 77056, and MATADOR RESOURCES COMPANY, a Texas corporation, whose address is One Lincoln Centre, 5400 LBJ Freeway, Suite 1500, Dallas, Texas 75240 (“Buyer”). Buyer and Seller may be collectively referred to herein as the “Parties” and individually as a “Party.” Buyer and Seller agree as follows:
Pledge and Security AgreementPledge and Security Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
As of August 9, 2011, for value received, the undersigned (“Debtor”) pledges, assigns and grants to Comerica Bank, whose address is 1601 Elm Street, 2nd Floor, Dallas, Texas 75201, in its capacity as Agent (“Agent”), for the benefit of Agent and for the ratable benefit of the Lenders, a continuing security interest and lien (any pledge, assignment, security interest or other lien arising hereunder is sometimes referred to herein as a “security interest”) in the Collateral (as defined below) to secure payment when due, whether by stated maturity, demand, acceleration or otherwise, of all Obligations (as defined in the Credit Agreement). Debtor became the parent company of the Borrower (hereinafter defined) as a result of the reorganization of Borrower into a holding company structure (the “Reorganization”). As a condition to the Agent’s consent to the Reorganization, Debtor is required to deliver this Agreement to Agent and to guarantee the Obligations. Reference is made to that certain
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
This First Amendment (the “Amendment”) to that certain employment agreement between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors, and Matthew Hairford (“Employee”) dated and effective August 9, 2011 (the “Agreement”) is entered into and effective as of October 24, 2011.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
This First Amendment (the “Amendment”) to that certain employment agreement between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors, and David E. Lancaster (“Employee”) dated and effective August 9, 2011 (the “Agreement”) is entered into and effective as of October 24, 2011.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
This First Amendment (the “Amendment”) to that certain employment agreement between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors, and Bradley M. Robinson (“Employee”) dated and effective August 9, 2011 (the “Agreement”) is entered into and effective as of October 24, 2011.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • November 14th, 2011 • Matador Resources Co • Crude petroleum & natural gas
THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into on August 9, 2011, to be effective as of the Effective Date (as defined below), by and among Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors (the “Board”), David F. Nicklin (“Nicklin”) and David F. Nicklin International Consulting, Inc., a California corporation (“Contractor”). For purposes of this Agreement, the “Effective Date” shall mean the date of filing with the United States Securities and Exchange Commission of Matador’s first registration statement following the date hereof with respect to an underwritten public offering of its equity securities, or such other date as the Board, Contractor and Nicklin may agree.
