EX-10.51



 Exhibit 10.51 
 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 
 This FIRST
AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of March 11, 2013, 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). 
 WITNESSETH: 

WHEREAS, the Borrower, the Administrative Agent and the Lenders have entered into that certain Third Amended and Restated Credit
Agreement, dated as of September 28, 2012 (as the same has been and may hereafter be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and 

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders amend the Credit Agreement in certain respects
and the Administrative Agent and the Lenders have agreed to do so on the terms and conditions hereinafter set forth. 
 NOW,
THEREFORE, for and in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the Borrower, the Administrative
Agent and the Lenders hereby agree as follows: 
 SECTION 1. Amendments to Credit Agreement. Subject to the satisfaction or waiver in
writing of each condition precedent set forth in Section 4 of this Amendment, and in reliance on the representations, warranties, covenants and agreements contained in this Amendment, the Credit Agreement shall be amended in the manner
provided in this Section 1. 
 1.1 Amended Definitions. The following definitions in Section 1.1
of the Credit Agreement shall be and they hereby are amended and restated in their respective entireties to read as follows: 
 “Indebtedness” means (a) all indebtedness, obligations and liabilities of every nature, contingent or otherwise, of Borrower or any Guarantor to any of the Lenders, any of the
Lenders’ Affiliates, the Administrative Agent, or the Issuing Lender, individually or collectively, under any Loan Document, whether for principal, interest, reimbursement of amounts drawn under any Letter of Credit, funding indemnification
amounts, fees, expenses, indemnification or otherwise, (b) Lender Hedging Obligations, and (c) Lender Product Obligations, in each case whether existing on the date of this Agreement or arising thereafter, direct or indirect, joint or
several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, including interest accruing subsequent to the filing of a petition or other action concerning bankruptcy or other similar proceedings, and all
renewals, extensions, refinancings and replacements for the foregoing; provided; however, that Indebtedness shall not include any Excluded Swap Obligations. 

  

					
	MRC ENERGY COMPANY	 		  	
	FIRST AMENDMENT	 	PAGE
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 “Lender Hedging Obligations” means all obligations
arising from time to time under Commodity Hedging Agreements and Interest Rate Agreements permitted hereunder and entered into from time to time between any Credit Party, on the one hand and a Lender Counterparty on the other hand (including any
such obligations under any Existing Commodity Hedging Agreements); provided, however, that if a Lender Counterparty ceases to be a Lender hereunder or an Affiliate of a Lender hereunder, Lender Hedging Obligations shall only include such
obligations to the extent arising from transactions and confirmations entered into under Commodity Hedging Agreements and Interest Rate Agreements at any time such Person was a Lender or an Affiliate of a Lender hereunder, without giving effect to
any extension, increases or modifications thereof which are made after such Person ceases to be a Lender or an Affiliate of a Lender hereunder. 
 “Secured Party” means each of the Administrative Agent, any Lender, any Lender Counterparty, or any Affiliate of any Lender to which any Indebtedness is owed, including any Lender
Hedging Obligations and Lender Product Obligations, provided, however, that a Lender Counterparty and Lenders and Affiliates of Lenders to whom Lender Product Obligations or Lender Hedging Obligations are owed shall be a Secured Party
(a) in the case of Lender Product Obligations, only while such Person (or, in the case of an Affiliate of a Lender, such Lender) is a Lender under this Agreement and (b) in the case of Lender Hedging Obligations, only with respect to
obligations arising from transactions and confirmations entered into under Commodity Hedging Agreements and Interest Rate Agreements at any time such Person (or, in the case of an Affiliate of a Lender, such Lender) is a Lender under this Agreement.

 1.2 Additional Definitions. The following definitions shall be and they hereby are added to
Section 1.1 of the Credit Agreement in appropriate alphabetical order: 
 “Commodity
Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute. 
 “Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the guarantee of such Guarantor of, or the grant by
such Guarantor of a security interest to secure, such Swap Obligation (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application
or official interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the
guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the
portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal. 

  

					
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	FIRST AMENDMENT	 	PAGE
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 “Swap Obligation” means, with respect to any Guarantor,
any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 

1.3 Current Ratio. Clause (b) of Section 7.9 of the Credit Agreement shall be and it hereby is amended and
restated in its entirety to read as follows: 
 (b) Current Ratio. Maintain as of the last day of each
Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2014, a Current Ratio of not less than 1.00 to 1.00. 
 1.4 Application of Proceeds of Collateral. Section 10.2 of the Credit Agreement shall be and it hereby is amended by deleting in its entirety the phrase “owing to a Lender or an
Affiliate of a Lender” located in the second clause (d) thereof. 
 1.5 Concerning Lender Hedging Obligations
and Lender Product Obligations. Section 13.19 of the Credit Agreement shall be and it hereby is amended and restated in its entirety to read as follows: 

13.19 Concerning Lender Hedging Obligations and Lender Product Obligations. The benefit of the Collateral
Documents and of the provisions of this Agreement relating to any collateral securing the Indebtedness shall also extend to the Lender Hedging Obligations and the Lender Product Obligations; provided that if any Lender Counterparty ceases to
be a Lender or an Affiliate of a Lender hereunder, (a) such Lender Hedging Obligations shall only include obligations under Commodity Hedging Agreements and Interest Rate Agreements entered into with such Person to the extent arising from
transactions and confirmations entered into at any time such Person was a Lender or an Affiliate of a Lender hereunder, without giving effect to any extension, increases or modifications thereof which are made after such Person ceases to be a Lender
or an Affiliate of a Lender hereunder and (b) any obligations arising under Lender Products extended by such Person shall no longer constitute Lender Product Obligations. No Lender or any Affiliate of a Lender shall have any voting rights under
any Loan Document or with respect to any Collateral, as a result of the existence of obligations owed to it under any Commodity Hedging Agreements, Interest Rate Agreements or agreements relating to Lender Products. All Commodity Hedging Agreements,
Interest Rate Agreements and agreements relating to Lender Products, if any, are independent agreements governed by the written provisions of such agreements, which will remain in full force and effect, unaffected by any repayment, prepayment,
acceleration, reduction, increase or change in the terms of the Advances or this Agreement, except as otherwise expressly provided in such agreements, and any payoff statement from any Lender relating to this Agreement shall not apply to such
agreements except as otherwise expressly provided in such payoff statement. 

  

					
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	FIRST AMENDMENT	 	PAGE
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 1.6 Schedules. Schedule 1.2 of the Credit Agreement shall be and it hereby is
amended and restated in its entirety and replaced with Schedule 1.2 attached hereto. 
 SECTION 2. Redetermined Borrowing
Base. This Amendment shall constitute notice of a redetermination of the Borrowing Base and the Conforming Borrowing Base pursuant to Section 4.2 of the Credit Agreement, and the Administrative Agent, the Lenders and the Borrower
hereby acknowledge that effective as of the date hereof, the Borrowing Base shall be $255,000,000 and the Conforming Borrowing Base shall be $220,000,000 and such redetermined Borrowing Base and Conforming Borrowing Base shall remain in effect until
the date the Borrowing Base and the Conforming Borrowing Base are otherwise adjusted pursuant to the terms of the Credit Agreement. The redetermination of the Borrowing Base and the Conforming Borrowing Base contained herein shall constitute the
Determination Date to occur on or about May 1, 2013. 
 SECTION 3. New Lenders and Reallocation and Increase of
Revolving Credit Commitment Amounts. The Lenders have agreed among themselves to reallocate their respective Revolving Credit Commitment Amounts, and to, among other things, allow certain financial institutions identified by RBC Capital
Markets1 (“RBC Capital”), in its capacity
as a Joint Lead Arranger, in consultation with the Borrower, to become a party to the Credit Agreement as a Lender (each, a “New Lender”). Each of the Administrative Agent and the Borrower hereby consent to (i) the reallocation
of the Revolving Credit Commitment Amounts and (ii) each New Lender’s agreement to provide a Revolving Credit Commitment Amount. On the date this Amendment becomes effective and after giving effect to such reallocation and increase of the
Revolving Credit Aggregate Commitment, the Revolving Credit Commitment Amount of each Lender shall be as set forth on Schedule 1.2 of this Amendment. Each Lender hereby consents to the Revolving Credit Commitment Amount set forth on
Schedule 1.2 of this Amendment. The reallocation of the Revolving Credit Commitment Amounts among the Lenders, including the acquisition by each New Lender of an interest in the Revolving Credit Aggregate Commitment, shall be deemed to have
been consummated pursuant to the terms of the Assignment and Assumption attached as Exhibit D to the Credit Agreement as if the Lenders, including each New Lender, had executed an Assignment and Assumption with respect to such
reallocation. The Administrative Agent hereby waives the $3,500 processing and recordation fee set forth in Section 13.7(b)(iv) of the Credit Agreement with respect to the assignments and reallocations contemplated by this
Section 3. To the extent requested by any Lender, and in accordance with Section 11.1 of the Credit Agreement, the Borrower shall pay to such Lender, within the time period prescribed by Section 11.1 of the Credit
Agreement, any amounts required to be paid by the Borrower under Section 11.1 of the Credit Agreement in the event the payment of any principal of any Eurodollar-based Advance or the conversion of any Eurodollar-based Advance other than
on the last day of an Interest Period applicable thereto is required in connection with the reallocation contemplated by this Section 3. 
 SECTION 4. Conditions. The amendments to the Credit Agreement contained in Section 1 of this Amendment, the redetermination of the Borrowing Base contained in Section 2 of
this Amendment and the reallocation of the Revolving Credit Commitment Amounts contained in Section 3 of this Amendment shall be effective upon the satisfaction of each of the conditions set forth in this Section 4.

  
  

	1 	 The global brand name for the corporate and investment banking businesses of Royal Bank of Canada and its affiliates. 



  

					
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	FIRST AMENDMENT	 	PAGE
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 4.1 Execution and Delivery. The Administrative Agent shall have received a duly
executed counterpart of (a) this Amendment signed by the Borrower and the Lenders and (b) the Consent and Reaffirmation attached hereto signed by each Guarantor. 
 4.2 No Default. No Default or Event of Default shall have occurred and be continuing or shall result from the effectiveness of this Amendment. 

4.3 Fees. The Borrower and the Administrative Agent shall have executed and delivered a fee letter in connection with this
Amendment, and the Administrative Agent shall have received the fees separately agreed upon in such fee letter. 
 4.4
Notes. The Administrative Agent shall have received Notes duly executed by the Borrower for each New Lender that requests a Note in accordance with Section 2.2(e) of the Credit Agreement. 

4.5 Mortgages. The Credit Parties shall have executed and delivered to the Administrative Agent Mortgages and title information,
in each case, reasonably satisfactory to the Administrative Agent with respect to the Oil and Gas Properties of the Credit Parties, or the portion thereof, as required by Sections 7.16 and 7.17 of the Credit Agreement. 

4.6 Other Documents. The Administrative Agent shall have received such other instruments and documents incidental and appropriate
to the transactions provided for herein as the Administrative Agent or its special counsel may reasonably request, and all such documents shall be in form and substance satisfactory to the Administrative Agent. 

SECTION 5. Representations and Warranties. To induce the Lenders to enter into this Amendment, the Borrower hereby represents and warrants to the
Lenders as follows: 
 5.1 Reaffirmation of Representations and Warranties. After giving effect to the amendments herein,
each representation and warranty of the Borrower, the Parent and each other Credit Party contained in the Credit Agreement and in each of the other Loan Documents is true and correct in all material respects as of the date hereof (without
duplication of any materiality qualifier contained therein), except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and
correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specified earlier date. 
 5.2 Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower of this Amendment and all documents, instruments and agreements contemplated herein are within the
Borrower’s corporate powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any court or agency of government and do not violate or constitute a default under any provision of any
applicable law or other agreements binding upon the Borrower or result in the creation or imposition of any Lien upon any of the assets of the Borrower except for Liens permitted by Section 8.2 of the Credit Agreement and otherwise as
permitted in the Credit Agreement. 

  

					
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	FIRST AMENDMENT	 	PAGE
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 5.3 Enforceability. This Amendment constitutes the valid and binding obligation of
the Borrower enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (ii) the availability of equitable
remedies may be limited by equitable principles of general application. 
 5.4 No Default. As of the date hereof, both
before and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. 
 SECTION 6.
Miscellaneous. 
 6.1 Reaffirmation of Loan Documents and Liens. Any and all of the terms and provisions of the Credit
Agreement and the Loan Documents shall, except as amended and modified hereby, remain in full force and effect and are hereby in all respects ratified and confirmed by the Borrower. The Borrower hereby agrees that the amendments and modifications
herein contained shall in no manner affect or impair the liabilities, duties and obligations of the Borrower, the Parent or any other Credit Party under the Credit Agreement and the other Loan Documents or the Liens securing the payment and
performance thereof, except as amended and modified hereby. 
 6.2 Parties in Interest. All of the terms and provisions
of this Amendment shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. 

6.3 Further Assurances. The Borrower covenants and agrees from time to time, as and when requested by the Administrative Agent or
the Lenders, to execute and deliver or cause to be executed or delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as the Administrative Agent or the Lenders may reasonably deem
necessary or desirable in order to carry out the intent and purposes of this Amendment. 
 6.4 Legal Expenses. The
Borrower hereby agrees to pay all reasonable and documented out-of-pocket fees and expenses of special counsel to the Administrative Agent incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this
Amendment and all related documents. 
 6.5 Counterparts. This Amendment may be executed in one or more counterparts and
by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Amendment by facsimile or electronic mail shall be
effective as delivery of manually executed counterparts of this Amendment. 
 6.6 Complete Agreement. THIS AMENDMENT, THE
CREDIT AGREEMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. 

  

					
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	FIRST AMENDMENT	 	PAGE
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 6.7 Headings. The headings, captions and arrangements used in this Amendment are,
unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Amendment, nor affect the meaning thereof. 
 6.8 Governing Law. This Amendment shall be construed in accordance with and governed by the laws of the State of Texas. 
 6.9 Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. 
 6.10 Reference to and Effect on the Loan Documents. 

(a) This Amendment shall be deemed to constitute a Loan Document for all purposes and in all respects. Each reference in the Credit
Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference in the Credit Agreement or in any other Loan Document, or other agreements, documents or other
instruments executed and delivered pursuant to the Credit Agreement to the “Credit Agreement”, shall mean and be a reference to the Credit Agreement as amended by this Amendment. 

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender
or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. 
 [Signature pages follow.] 

  

					
	MRC ENERGY COMPANY	 		  	
	FIRST AMENDMENT	 	PAGE
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 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by
their respective authorized officers to be effective as of the date first above written. 
  

			
	BORROWER:
	
	 MRC ENERGY COMPANY,
 as Borrower

		
	By:	 	 /s/ David E. Lancaster

	Name:	 	David E. Lancaster
	Title:	 	Executive Vice President



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	ROYAL BANK OF CANADA,
	as Administrative Agent
		
	By:	 	 /s/ Rodica Dutka

	Name:	 	Rodica Dutka
	Title:	 	Manager, Agency
	
	 ROYAL BANK OF CANADA,
 as a Lender and as a Issuing Lender

		
	By:	 	 /s/ Don J. McKinnerney

	Name:	 	Don J. McKinnerney
	Title:	 	Authorized Signatory



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	CITIBANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Ryan Watson

	Name:	 	Ryan Watson
	Title:	 	Senior Vice President



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	COMERICA BANK,
	as a Lender and as a Issuing Lender
		
	By:	 	 /s/ Brandon M. White

	Name:	 	Brandon M. White
	Title:	 	Corporate Banking Officer



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	SUNTRUST BANK,
	as a Lender
		
	By:	 	 /s/ Shannon Juhan

	Name:	 	Shannon Juhan
	Title:	 	Vice President



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	THE BANK OF NOVA SCOTIA,
	as a Lender
		
	By:	 	 /s/ Terry Donovan

	Name:	 	Terry Donovan
	Title:	 	Managing Director



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	BMO Harris Financing, Inc.,
	as a Lender
		
	By:	 	 /s/ James V. Ducote

	Name:	 	James V. Ducote
	Title:	 	Director



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	CAPITAL ONE, N.A.,
	as a Lender
		
	By:	 	 /s/ Matthew Molero

	Name:	 	Matthew Molero
	Title:	 	Vice President



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 
			
	IBERIABANK,
	as a Lender
		
	By:	 	 /s/ W. Bryan Chapman

	Name:	 	W. Bryan Chapman
	Title:	 	Executive Vice President



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE PAGE	  	









 Schedule 1.2 
 Percentages and Allocations 
 Revolving Credit 

 

									
	LENDERS	  	 REVOLVING
 CREDIT
 ALLOCATIONS
	 	  	 REVOLVING
 CREDIT
 PERCENTAGE
	 
	 Royal Bank of Canada
	  	$	55,000,000	  	  	 	21.5686274510	% 
	 Comerica Bank
	  	$	42,500,000	  	  	 	16.6666666667	% 
	 Citibank , N.A.
	  	$	40,000,000	  	  	 	15.6862745098	% 
	 SunTrust Bank
	  	$	32,500,000	  	  	 	12.7450980392	% 
	 The Bank of Nova Scotia
	  	$	32,500,000	  	  	 	12.7450980392	% 
	 BMO Harris Financing, Inc.
	  	$	20,000,000	  	  	 	7.8431372549	% 
	 Capital One, N.A.
	  	$	20,000,000	  	  	 	7.8431372549	% 
	 IBERIABANK
	  	$	12,500,000	  	  	 	4.90196078431	% 
	 TOTALS
	  	$	255,000,000	  	  	 	100.00000000	% 


  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	SIGNATURE 1.2	  	









 CONSENT AND REAFFIRMATION 

Each of the undersigned (each a “Guarantor”) hereby (i) acknowledges receipt of a copy of the foregoing First
Amendment to Third Amended and Restated Credit Agreement (the “First Amendment”); (ii) consents to the Borrower’s execution and delivery thereof; (iii) agrees to be bound by the terms of the First Amendment;
(iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the Indebtedness pursuant to the terms of the Guaranty or the Liens granted by it pursuant to the terms of the other Loan Documents to which it
is a party securing payment and performance of the Indebtedness, (v) reaffirms that the Guaranty and the other Loan Documents to which it is a party and such Liens are and shall continue to remain in full force and effect and are hereby
ratified and confirmed in all respects and (vi) represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof, (x) all of the representations and warranties made by it in each of the Loan Documents to
which it is a party are true and correct in all material respects (without duplication of any materiality qualifier contained therein), except to the extent any such representations and warranties are expressly limited to an earlier date, in which
case, such representations and warranties shall continue to be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of such specified earlier date, and (y) no Default or Event of
Default has occurred and is continuing. Although each Guarantor has been informed of the matters set forth herein and has acknowledged and agreed to same, each Guarantor understands that neither the Administrative Agent nor any of the Lenders have
any obligation to inform any Guarantor of such matters in the future or to seek any Guarantor’s acknowledgment or agreement to future amendments or waivers for the Guaranty and other Loan Documents to which it is a party to remain in full force
and effect, and nothing herein shall create such duty or obligation. 
 [SIGNATURE PAGES FOLLOW] 

  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	CONSENT AND REAFFIRMATION	  	









 IN WITNESS WHEREOF, the undersigned has executed this Consent and Reaffirmation on and as of
the date of the First Amendment. 
  

			
	GUARANTORS:
	
	MRC PERMIAN COMPANY
		
	By:	 	  

	Name:	 	David E. Lancaster
	Title:	 	Executive Vice President
	
	MRC ROCKIES COMPANY
		
	By:	 	  

	Name:	 	David E. Lancaster
	Title:	 	Executive Vice President
	
	MATADOR PRODUCTION COMPANY
		
	By:	 	  

	Name:	 	David E. Lancaster
	Title:	 	Executive Vice President
	
	LONGWOOD GATHERING AND DISPOSAL SYSTEMS GP, INC.
		
	By:	 	  

	Name:	 	David E. Lancaster
	Title:	 	Executive Vice President
	
	LONGWOOD GATHERING AND DISPOSAL SYSTEMS, LP
		
	By:	 	Longwood Gathering and Disposal Systems GP, Inc., its General Partner
		
	By:	 	  

	Name:	 	David E. Lancaster
	Title:	 	Executive Vice President



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	CONSENT AND REAFFIRMATION SIGNATURE PAGE	  	









 
			
	MATADOR RESOURCES COMPANY
		
	By:	 	  

	Name:	 	David E. Lancaster
	Title:	 	Executive Vice President



  

					
	MRC ENERGY COMPANY	  		  	
	FIRST AMENDMENT	  	CONSENT AND REAFFIRMATION SIGNATURE PAGE