0001193125-12-012376 Sample Contracts

Amended and Restated Pledge and Security Agreement
Pledge and Security Agreement • January 17th, 2012 • Matador Resources Co • Crude petroleum & natural gas • Texas

Pursuant to this Amended and Restated Pledge and Security Agreement (this agreement, together with all amendments, restatements, supplements, other modifications, and Joinders [as defined below], this “Agreement”), effective as of December 30, 2011 and for value received, the undersigned and each other Person who becomes a party hereto pursuant to Section 5.13 (each, a “Debtor” and collectively, the “Debtors”) pledges, assigns and grants to Comerica Bank, whose address is 1717 Main Street, 4th Floor, Dallas, Texas 75201, in its capacity as Administrative Agent (“Administrative Agent”), for the benefit of the Secured Parties, 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 Indebtedness (as defined in the Credit Agreement hereinafte

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Second Amended and Restated Credit Agreement Dated as of December 30, 2011 MRC ENERGY COMPANY, As Borrower, The Lending Entities From Time to Time Parties Hereto, as Lenders, and Comerica Bank, As Administrative Agent and Lead Arranger
Credit Agreement • January 17th, 2012 • Matador Resources Co • Crude petroleum & natural gas • Michigan

This Second Amended and Restated Revolving Credit Agreement (“Agreement”) is made as of December 30, 2011, by and among the lending entities from time to time party hereto (individually a “Lender,” and collectively “Lenders”), Comerica Bank, as administrative agent for Lenders (in such capacity, “Administrative Agent”), Arranger, Syndication Administrative Agent and Documentation Administrative Agent, and MRC Energy Company, formerly known as Matador Resources Company (“Borrower”).

AMENDED, RESTATED AND CONSOLIDATED UNCONDITIONAL GUARANTY
Unconditional Guaranty • January 17th, 2012 • Matador Resources Co • Crude petroleum & natural gas • Texas
EMPLOYMENT AGREEMENT
Employment Agreement • January 17th, 2012 • Matador Resources Co • Crude petroleum & natural gas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into effective as of December 1, 2011 (the “Effective Date”), by and between Matador Resources Company, a Texas corporation (“Matador”), acting through its Board of Directors (the “Board”), and Wade Massad (“Employee”).

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