Matador Resources Company (a Texas corporation) $175,000,000 6.875% Senior Notes due 2023 PURCHASE AGREEMENTPurchase Agreement • December 9th, 2016 • Matador Resources Co • Crude petroleum & natural gas • New York
The Notes will be issued pursuant to that certain indenture, dated as of April 14, 2015 (the “Indenture”), among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), pursuant to which the Issuers previously issued, on April 14, 2015, $400,000,000 in aggregate principal amount of their 6.875% Senior Notes due 2023. Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
6,000,000 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • December 9th, 2016 • Matador Resources Co • Crude petroleum & natural gas • New York
restrictions contained in this agreement, (v) transfer Securities to the Company in a transaction exempt from Section 16(b) of the Exchange Act solely in connection with the payment of taxes due in connection with any exercise or vesting of Securities; provided, however, that in any such case described in clauses (i) through (v) it shall be a pre-condition to such transfer that the transferee or donee executes and delivers to the Representative a lock-up agreement in form and substance satisfactory to the Underwriters and (vi) transfer Securities pursuant to the terms of any pledge or collateral agreement existing on the date hereof.
MATADOR RESOURCES COMPANY REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2016 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated and the other several Initial Purchasers named in Schedule A to the Purchase Agreement (as defined below) (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 6, 2016 (the “Purchase Agreement”), $175,000,000 aggregate principal amount of its 6.875% Senior Notes due 2023 (the “Additional Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Additional Securities constitute “Additional Securities” (as such term is defined in the Indenture) under the an Indenture, dated as of April 14, 2015 (the “Indenture”), by and among the Issuer, the Guarantors named therein and Wells Fargo Bank, National Association (the “Trustee”)and w
LIMITED CONSENT AND NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • December 9th, 2016 • Matador Resources Co • Crude petroleum & natural gas • Texas
This LIMITED CONSENT AND NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of December 9, 2016, by and among MRC ENERGY COMPANY, a Texas corporation (the “Borrower”), the LENDERS party hereto and ROYAL BANK OF CANADA, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Unless otherwise expressly defined herein, capitalized terms used but not defined in this Amendment have the meanings assigned to such terms in the Credit Agreement (as defined below).
