Debtwire’s team of reporters and analysts host a roundtable discussion exploring the valuation issues, potential intercreditor conflicts and procedural milestones that will play out in the bankruptcy case. | 21 September 2015 DEBTWIRE BROADCAST: SAMSON RESOURCES SEEKS SPEEDY BANKRUPTCY

AGENDA 2  Opening Remarks: Kate Marino  Sign of the times: Madalina Iacob Case overview What’s next?  Financial Analysis: Thomas Rorick Pro Forma Financials Corporate Organizational Structure  Chapter 11 Proceedings: Richard M. Goldman Prepetition Restructuring Negotiations RSA Terms Contentious First-Day Hearing Valuation

SIGN OF THE TIMES: CASE OVERVIEW 3  Samson’s bankruptcy filing: Samson’s assets uneconomical at current natural gas and oil prices Drilling halted After six months of arduous restructuring negotiations, the debtor seeks a speedy court process Unsecured bondholders attempted to leapfrog lenders Out-of-court plan vs. Chapter 11 filing

SIGN OF THE TIMES: WHAT’S NEXT? 4  What options do the unsecured bondholders have to extract more value?  Given the size and timing of Samson’s bankruptcy, how might it impact other E&P bankruptcies that follow?

5 FINANCIAL ANALYSIS: PRE-PETITION CAPITAL STRUCTURE 1) On 16 September, USD 942m was outstanding on the company's revolver. 2) Samson's term loan is subject to a 1% LIBOR floor Sources: SEC Filings, Management Presentations, Markit, TRACE.

6 FINANCIAL ANALYSIS: INTERIM BUDGET Note: The Interim Budget includes disbursements on account of prepetition and other claims that remain subject to court approval 1) Net collections presented net of the revenue related disbursements described in the Debtor's Motion for Entry of Interim and Final Orders (I) Authorizing Payment of (A) Mineral Payments and (B) Working Interest Disbursements. Source: Court Filings.

7 FINANCIAL ANALYSIS: PRO FORMA BALANCE SHEET Source: Disclosure Statement filed 17 September 2015, Exhibit D.

8 FINANCIAL ANALYSIS: PRO FORMA INCOME STATEMENT Source: Disclosure Statement filed 17 September 2015, Exhibit D.

9 FINANCIAL ANALYSIS: PRO FORMA CASH FLOWS Source: Disclosure Statement filed 17 September 2015, Exhibit D.

Sources: Restructuring Support Agreement, SEC Filings. 10 FINANCIAL ANALYSIS: SOURCES & USES

11 FINANCIAL ANALYSIS: PRO FORMA CAPITAL STRUCTURE 1) The current RSA contemplates a new USD 750m revolver with a five-year maturity. 2) Samson's term loan is subject to a 1% LIBOR floor. 3) The new five-year second lien debt will bear interest at 8.5% for the first year. Interest will increase by 50bps after 12 months and will increase 50bps every each six months thereafter. 4) As of 18 September 2015, Samson had USD 135m in cash. Pro forma cash balance of USD 244m is as of 31 December ) Equity value assumes a USD 1.275bn enterprise value as contemplated in the RSA. Sources: SEC Filings, Management Presentations, Court Filings, Markit, TRACE.

Note: Reserves adjusted for Arkoma asset sale in March Sources: Debtwire Analytics, SEC Filings. 12 FINANCIAL ANALYSIS: SUMMARY PV-10 ANALYSIS

13 FINANCIAL ANALYSIS: CORPORATE ORGANIZATIONAL STRUCTURE Source: Court documents. 2.3% Samson Contour Energy E&P, LLC (Del.) Samson Contour Energy Co. (Del.) Samson Resources Company (Okla.) Samson Investment Company (Nev.) Samson Resources Corporation (Del.) Samson Aggregator L.P. Management & Employees 97.3% Samson Kelly Operating Company, Ltd. (Tex.) Geodyne Resources, Inc. (Del.) PYR Energy Corporation (Md.) SGH Enterprises, Inc. (Del.) OSN Production Ltd. (Alberta) Cimarron Oil Field Supply LLC (Okla.) Samson-International, Ltd. (Okla.) Samson Canada Holdings, ULC (Alberta) Samson Financial Limited Partnership (Alberta) Samson Lone Star, LLC (Del.) 1%1% 99% 11% Samson Holdings, Inc. (Del.) 89%

14 CHAPTER 11 PROCEEDINGS  Prepetition restructuring negotiations In February, Samson made a USD 110m coupon payment to unsecured noteholders. That payment, in addition to a March amendment to Samson’s RBL facility, bought Samson six months to negotiate a consensual restructuring framework. During that time, Samson entertained proposals from groups of second lien lenders and unsecured noteholders, respectively. The noteholder proposal, which contemplated an out-of-court restructuring, provided for a USD 650m capital investment that would entitle the unsecureds to leapfrog past the second lien lenders.  For numerous reasons, including restructuring contingencies and possible violations of an intercreditor agreement, Samson rejected that proposal. Alternatively, Samson accepted a court-supervised restructuring proposal from the second lien lender group.

15 CHAPTER 11 PROCEEDINGS  Material terms of restructuring support agreement Restructuring support agreement (RSA) entered into on 14 August. RSA provides for a reduction in first lien indebtedness and cancellation of second lien and unsecured debt, and preferred and common equity interests.  RSA de-levers Samson by USD 3bn and reduces annual debt service by USD 250m. Second lien lenders agreed to infuse new capital up to USD 480m, in exchange for new common equity in reorganized company, less new common equity issued to rights offering participants, backstop parties and GUC holders.  GUC holders entitled to 1% equity interest of reorganized company if vote in favor of plan, or.5% equity interest if reject plan, subject to MIP dilution. Preservation of valuable tax attributes. Mutual releases with Samson, first liens, second liens, preferred equity and common equity.

16 CHAPTER 11 PROCEEDINGS  Contentious first-day hearing Samson and the secured lenders did themselves no favors during the first-day hearing. Samson’s cash collateral motion, which was met by objections from the US Trustee and ad hoc noteholder group, viscerally angered Judge Sontchi. The debtors’ offer, and lenders’ request, for an adequate protection package that included liens and claims on Samson’s unencumbered property caused Judge Sontchi to become irate and refer to the lenders as “pigs” and “hogs”. Ultimately, the lenders conceded and waived adequate protection during the interim period between the first and second day hearings. Other typical first-day relief, such as authority to remit wages, taxes, insurance payments and other necessary expenses for Samson to continue to operate in the ordinary course of business, was granted. Stage is set for a contentious second-day hearing on 14 October at 10am.

17 CHAPTER 11 PROCEEDINGS  Valuation is key Samson’s support for plan confirmation assumes that the second liens are the fulcrum security, which in turn depends on a collateral valuation that exceeds USD 950m (the RBL facility claim). If the noteholder group is able to challenge this valuation and prove that the collateral value is insufficient to cover the RBL facility, then:  The RBL lenders would become the fulcrum security;  Second liens and unsecureds would share pari passu in any reorganization proceeds; and  Samson would be forced to start its reorganization from scratch. Given the significant stake resting on valuation of Samson’s assets, there is little doubt that the unsecured noteholders will challenge any valuation and attempt to prove that the second liens are out of the money. Additionally, expect the noteholder group to conduct investigations to determine whether any claims can be asserted on account of 2011 LBO transaction, creation, perfection and validity of first and second lien loans, and RSA negotiations/releases.