MEMORIAL RESOURCE DEVELOPMENT CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2022 INDENTURE Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As TrusteeIndenture • July 16th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
INDENTURE dated as of July 10, 2014 among Memorial Resource Development Corp., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (“Agreement”) is made as of June [ ], 2014, by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CREDIT AGREEMENT dated as of June [ ], 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, [TBD], as Co-Syndication Agents, [TBD], as Co-Documentation Agents and the Lenders party hereto Merrill...Credit Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of June [ ], 2014, is among: Memorial Resource Development Corp., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; Bank of America, N.A. (in its individual capacity, “BAML”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); [TBD], as co-syndication agents for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agents”); and [TBD], as co-documentation agents for the Lenders (collectively, in such capacity, together with their respective successors in such capacity, the “Documentation Agents”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 18, 2014, by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
AGREEMENT AND PLAN OF MERGER among RANGE RESOURCES CORPORATION, MEDINA MERGER SUB, INC. and MEMORIAL RESOURCE DEVELOPMENT CORP. Dated as of May 15, 2016Agreement and Plan of Merger • May 17th, 2016 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2016 (this “Agreement”), among Range Resources Corporation, a Delaware corporation (“Parent”), Medina Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Memorial Resource Development Corp., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENT by and among Memorial Resource Development Corp., the Guarantors party hereto, and Citigroup Global Markets Inc. as representative of the Initial Purchasers Dated as of July 10, 2014Registration Rights Agreement • July 16th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2014, by and among Memorial Resource Development Corp., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Citigroup Global Markets Inc. as representative of the initial purchasers listed on Exhibit A to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), who have agreed to purchase $600,000,000 aggregate principal amount of the Issuer’s 5.875% Senior Notes due 2022 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
Memorial Resource Development Corp. 30,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementMemorial Resource Development Corp. • November 18th, 2014 • Crude petroleum & natural gas • New York
MEMORIAL RESOURCE DEVELOPMENT CORP. CHANGE IN CONTROL AGREEMENTControl Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
Memorial Resource Development Corp. (the “Company”) considers it essential to the best interests of its members to attract top executives and to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
MEMORIAL RESOURCE DEVELOPMENT CORP. RESTRICTED STOCK GRANT AND AWARD AGREEMENTTerm Incentive Plan • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This Agreement is made and entered into as of [ ], 20[ ] (the “Date of Grant”) by and between Memorial Resource Development Corp., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you”);
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Management Services Agreement (this “Agreement”) is executed and agreed to as of June 18, 2014 (the “Effective Date”) by and among Memorial Resource Development Corp., a Delaware corporation (the “Parent”), WildHorse Resources, LLC, a Delaware limited liability company (the “Company”), and WildHorse Resources Management Company, LLC, a Delaware limited liability company (the “Service Provider”). The Parent, the Company and the Service Provider are hereinafter each referred to as a “Party” and are collectively referred to as the “Parties”.
AGREEMENT AND PLAN OF MERGER Merging MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company, With and Into MRD OPERATING LLC, a Delaware limited liability companyAgreement and Plan of Merger • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Agreement and Plan of Merger (the “Agreement”) is entered into as of June 18, 2014, by and between MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company (“MRD”), and MRD OPERATING LLC, a Delaware limited liability company (“Operating”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 17th, 2016 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2016, by and among MRD Holdco LLC, a Delaware limited liability company (“Holdco”), Jay Graham (“Graham”), WHR Incentive LLC, a Delaware limited liability company (“WHR”), Anthony Bahr (“Bahr” and, together with Holdco, Graham and WHR, the “Stockholders” and each of the Stockholders, a “Stockholder”), and Range Resources Corporation, a Delaware corporation (“Parent”). The parties to this Agreement are sometimes referred to herein collectively as the “parties,” and individually as a “party.” Capitalized terms used herein without definition shall have the respective meanings specified in the Merger Agreement (as defined below).
PURCHASE AGREEMENT AND ASSIGNMENTPurchase Agreement and Assignment • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Purchase Agreement and Assignment (this “Agreement”) is made effective as of June 18, 2014, by and between WildHorse Resources, LLC, a Delaware limited liability company (“Seller”), and WildHorse Resources II, LLC, a Delaware limited liability company (“Purchaser”).
AMENDMENT NO. 2 TO GAS GATHERING AGREEMENTGas Gathering Agreement • November 4th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Amendment No. 2 (this “Amendment”), dated as of August 5, 2015, to that certain Gas Gathering Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Gas Gathering Agreement, dated as of May 20, 2015 (as so amended, the “Agreement”), is entered into by and between PennTex North Louisiana, LLC, a Delaware limited liability company (“Gatherer”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Gatherer and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement.
ASSIGNMENT OF MEMBERSHIP INTERESTS (MRD MIDSTREAM LLC, MRD ROYALTY LLC, BLUESTONE NATURAL RESOURCES HOLDINGS, LLC, CLASSIC PIPELINE & GATHERING, LLC, GOLDEN ENERGY PARTNERS LLC)Assignment of Membership Interests • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Assignment of Membership Interests (“Assignment”), dated effective as of June , 2014 (the “Effective Date”), is by and between Memorial Resource Development LLC, a Delaware limited liability company (“Assignor”), and MRD Holdco LLC, a Delaware limited liability company (“Assignee”). Assignor and Assignee are sometimes referred to collectively herein as the “Parties.”
AMENDED AND RESTATED GAS PROCESSING AGREEMENT Between PennTex North Louisiana Operating, LLC “Processor” and MRD Operating LLC “Customer” Effective as of April 14, 2015Gas Processing Agreement • April 17th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Amended and Restated Gas Processing Agreement (this “Agreement”) is hereby made and entered into effective as of the 14th day of April, 2015 (the “Effective Date”) by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Processor”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Hereinafter, Processor and Customer may sometimes be referred to collectively as the “Parties” and individually as a “Party.”
FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of April 13, 2015 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank,...Credit Agreement • April 14th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of April 13, 2015 (the “Fourth Amendment Effective Date”), is among MEMORIAL RESOURCE DEVELOPMENT CORP., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (together with the Borrower, collectively, the “Loan Parties”); each of the Lenders that is a signatory hereto; and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
First Amendment to Credit AgreementCredit Agreement • November 5th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
This First Amendment to Credit Agreement (this “First Amendment”), dated as of August 18, 2014 (the “First Amendment Effective Date”), is among Memorial Resource Development Corp., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (together with the Borrower, collectively, the “Loan Parties”); each of the Lenders that is a signatory hereto; and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
CONTRIBUTION AGREEMENT AMONG THE WHR STOCKHOLDERS PARTY HERETO, AND MEMORIAL RESOURCE DEVELOPMENT CORP.Contribution Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), dated as of June 18, 2014 (the “Closing Date”), is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “WHR Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
AMENDMENT NO. 2 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENTGas Processing Agreement • November 4th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Amendment No. 2 (this “Amendment”), dated as of August 5, 2015, to that certain Amended and Restated Gas Processing Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Amended and Restated Gas Processing Agreement, dated as of May 20, 2015 (as so amended, the “Agreement”), is entered into by and among PennTex North Louisiana, LLC, a Delaware limited liability company (“Processor”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Processor and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement.
AMENDMENT NO. 1 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENTAnd Midstream Exclusivity Agreement • August 5th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Amendment No. 1 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 20, 2015 (this “Amendment”), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD”), MRD Operating LLC, a Delaware limited liability company (“MRD Operating”), and PennTex North Louisiana, LLC, a Delaware limited liability company (“JV”). PTX, MRD, MRD Operating and JV are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement (as defined below).
CONTRIBUTION AGREEMENT AMONG MEMORIAL RESOURCE DEVELOPMENT LLC, MRD HOLDCO LLC AND MEMORIAL RESOURCE DEVELOPMENT CORP.Contribution Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), dated as of June 18, 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), Memorial Resource Development LLC, a Delaware limited liability company (“MRD LLC”), and MRD Holdco LLC, a Delaware limited liability company (“MRD Holdco”).
CREDIT AGREEMENT dated as of June 18, 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank,...Credit Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of June 18, 2014, is among: Memorial Resource Development Corp., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; Bank of America, N.A. (in its individual capacity, “BAML”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); Citibank, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, Credit Agricole Corporate and Investment Bank, Natixis, Union Bank, N.A., and Wells Fargo Bank, National Association, as co-documentation agents for the Lenders (collectively, in such capacity, together with their respective successors in such capacity, the “Documentation Agents”).
FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of September 18, 2015 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris...Credit Agreement • September 21st, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of September 18, 2015 (the “Fifth Amendment Effective Date”), is among MEMORIAL RESOURCE DEVELOPMENT CORP., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (together with the Borrower, collectively, the “Loan Parties”); each of the Lenders that is a signatory hereto; and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
CONTRIBUTION AGREEMENT AMONG THE WHR STOCKHOLDERS PARTY HERETO, AND MEMORIAL RESOURCE DEVELOPMENT CORP.Contribution Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), dated as of , 2014 (the “Closing Date”), is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “WHR Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
VOTING AGREEMENTVoting Agreement • June 24th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of June 18, 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), MRD Holdco LLC, a Delaware limited liability company (“MRD Holdco”), and each of the other parties identified on the signature pages hereto (subject to Section 5.2 hereof, collectively, the “WHR Stockholders” and individually, each a “WHR Stockholder”).
TRANSPORTATION SERVICES AGREEMENTTransportation Services Agreement • April 17th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Transportation Services Agreement (this “Agreement”) is made and entered into this 14th day of April, 2015 (the “Effective Date”), by and between PennTex North Louisiana Operating, LLC, a Delaware limited liability company (“Carrier”), and MRD Operating LLC, a Delaware limited liability company (“Shipper”). Shipper and Carrier may be referred to individually as a “Party,” or collectively as the “Parties.”
AMENDMENT NO. 2 TO GAS TRANSPORTATION AGREEMENTGas Transportation Agreement • February 24th, 2016 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Amendment No. 2 (this “Amendment”), dated as of February 3, 2016, to that certain Gas Transportation Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (as so amended, the “Agreement”), is entered into by and among PennTex North Louisiana, LLC, a Delaware limited liability company (“Transporter”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Transporter and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Capitalized terms used but not defined herein have the meaning given to them in the Agreement.
MEMORIAL RESOURCE DEVELOPMENT CORP. 5.875% Senior Notes due 2022 PURCHASE AGREEMENT Dated: June 25, 2014Purchase Agreement • June 26th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
The information in this term sheet supplements the preliminary offering memorandum, dated June 23, 2014 (the “Preliminary Memorandum”), and supersedes the information in the Preliminary Memorandum to the extent inconsistent with the information in the Preliminary Memorandum. Other information presented in the Preliminary Memorandum is deemed to have changed to the extent affected by the information in this term sheet. This term sheet is qualified in its entirety by reference to the Preliminary Memorandum. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Memorandum.
Memorial Resource Development Corp. 12,000,000 Shares Common Stock ($0.01 par value) Underwriting AgreementMemorial Resource Development Corp. • September 25th, 2015 • Crude petroleum & natural gas • New York
Memorial Resource Development Corp., a Delaware corporation (the “Company”), proposes to sell to Barclays Capital Inc. (the “Underwriter”) an aggregate of 12,000,000 shares of common stock, $0.01 par value (“Common Stock”) of the Company (the “Underwritten Securities”). In addition, the Company proposes to grant to the Underwriter an option to purchase up to 1,800,000 additional shares of Common Stock (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Certain terms used herein are defined in Section 20 hereof.
Sixth Amendment to Credit AgreementCredit Agreement • July 28th, 2016 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
This Sixth Amendment to Credit Agreement (this “Sixth Amendment”), dated as of May 31, 2016 (the “Sixth Amendment Effective Date”), is among Memorial Resource Development Corp., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (together with the Borrower, collectively, the “Loan Parties”); each of the Lenders that is a signatory hereto; and Bank of America, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
AMENDMENT NO. 1 TO GAS TRANSPORTATION AGREEMENTGas Transportation Agreement • November 4th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (this “Amendment”), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (“Transporter”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Transporter and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement (as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENTGas Processing Agreement • August 5th, 2015 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Amendment No. 1 to Amended and Restated Gas Processing Agreement, dated as of May 20, 2015 (this “Amendment”), is entered into by and among PennTex North Louisiana, LL C, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (“Processor”), and MRD Operating LLC, a Delaware limited liability company (“Customer”). Processor and Customer are each referred to herein as a “Party,” and collectively as, the “Parties.” Defined terms used but not defined herein have the meaning given to them in the Agreement (as defined below).
AMENDMENT NO. 2 TOAnd Midstream Exclusivity Agreement • July 28th, 2016 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Amendment No. 2 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 31, 2016 (this “Amendment”), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midstream LLC, a Delaware limited liability company (“MRD”), MRD Operating LLC, a Delaware limited liability company (“MRD Operating”), and PennTex North Louisiana, LLC, a Delaware limited liability company (“JV”). PTX, MRD, MRD Operating and JV are each referred to herein as a “Party,” and collectively as the “Parties.”
THIRD AMENDMENT TO CREDIT AGREEMENT dated as of December 9, 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, JPMorgan Chase Bank, N.A., BMO Harris Bank,...Credit Agreement • December 15th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of December 9, 2014 (the “Third Amendment Effective Date”), is among MEMORIAL RESOURCE DEVELOPMENT CORP., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (together with the Borrower, collectively, the “Loan Parties”); each of the Lenders that is a signatory hereto; and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).
