Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 SIGNATURES Dated as of July 10, 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL RESOURCE FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer CLASSIC HYDROCARBONS GP CO., L.L.C. CLASSIC HYDROCARBONS HOLDINGS, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc., its sole member CLASSIC HYDROCARBONS OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, LP By: Craton Energy GP III, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President MRD OPERATING LLC BETA OPERATING COMPANY, LLC WILDHORSE RESOURCES, LLC By: Memorial Resource Development Corp., its sole member By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 5.875% Senior Notes due 2022 No. $ MEMORIAL RESOURCE DEVELOPMENT CORP. promises to pay, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Global Note] on July 1, 2022. Interest Payment Dates: January 1 and July 1 Record Dates: December 15 and June 15 Dated: , 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 5.875% Senior Notes due 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 SIGNATURES Dated as of July 10February 1, 2014 MEMORIAL 2017 WILDHORSE RESOURCE DEVELOPMENT CORP. CORPORATION, a Delaware corporation, By: /s/ Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President and Chief Executive Financial Officer MEMORIAL RESOURCE FINANCE CORP. WILDHORSE RESOURCES II, LLC, By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer CLASSIC HYDROCARBONS GP CO., L.L.C. CLASSIC HYDROCARBONS HOLDINGS, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc.WildHorse Resource Development Corporation, its sole member CLASSIC HYDROCARBONS OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, LP By: Craton Energy GP IIIESQUISTO RESOURCES II, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President MRD OPERATING LLC BETA OPERATING COMPANYWildHorse Resource Development Corporation, LLC WILDHORSE RESOURCESits sole member WHE ACQCO., LLC LLC, By: Memorial WildHorse Resource Development Corp.Corporation, its sole member By: /s/ Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President and Chief Financial Officer WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC, By: WildHorse Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member OAKFIELD ENERGY LLC, By: WildHorse Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer PETROMAX E&P XXXXXXXX, LLC, By: Esquisto Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer XXXXXXXX WATER RESOURCES, LLC, By: Esquisto Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 5.8756.875% Senior Notes due 2022 2025 No. $ MEMORIAL WILDHORSE RESOURCE DEVELOPMENT CORP. CORPORATION promises to pay, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Global Note] on July February 1, 20222025. Interest Payment Dates: January February 1 and July August 1 Record Dates: December January 15 and June July 15 Dated: , 2014 MEMORIAL 20[β] WILDHORSE RESOURCE DEVELOPMENT CORP. CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 5.8756.875% Senior Notes due 2022 2025 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 SIGNATURES Dated as of July 10April 17, 2014 2013 MEMORIAL RESOURCE DEVELOPMENT CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL RESOURCE FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer CLASSIC HYDROCARBONS GP CO., L.L.C. CLASSIC HYDROCARBONS HOLDINGS, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc., its sole member CLASSIC HYDROCARBONS OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, PRODUCTION PARTNERS LP By: Craton Energy Memorial Production Partners GP III, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President MRD OPERATING LLC BETA OPERATING COMPANY, LLC WILDHORSE RESOURCES, LLC By: Memorial Resource Development Corp., its sole member & Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer RISE ENERGY MINERALS, LLC RISE ENERGY BETA, LLC By: Rise Energy Operating, LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer WHT CARTHAGE LLC By: WHT Energy Partners LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 5.8757 5/8% Senior Notes due 2022 2021 No. $ MEMORIAL RESOURCE DEVELOPMENT CORP. promises PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases Exchanges of Interests in the Global Note] on July 1, 20222021. Interest Payment Dates: January May 1 and July November 1 Record Dates: December April 15 and June October 15 Dated: , 2014 2013 MEMORIAL RESOURCE DEVELOPMENT CORP. PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 5.8757 5/8% Senior Notes due 2022 2021 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 110 SIGNATURES Dated as of July 10January 20, 2014 MEMORIAL RESOURCE DEVELOPMENT CORP2021 CALIFORNIA RESOURCES CORPORATION, as the Issuer By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer GUARANTORS CALIFORNIA RESOURCES ELK HILLS, LLC CALIFORNIA RESOURCES REAL ESTATE VENTURES, LLC CALIFORNIA RESOURCES ROYALTY HOLDINGS, LLC CRC CONSTRUCTION SERVICES, LLC CRC SERVICES, LLC SOCAL HOLDING, LLC By: CALIFORNIA RESOURCES CORPORATION, as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES WILMINGTON, LLC By: CALIFORNIA RESOURCES TIDELANDS, INC., as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA HEAVY OIL, INC. By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES PETROLEUM CORPORATION By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer MEMORIAL RESOURCE FINANCE CORPCALIFORNIA RESOURCES PRODUCTION CORPORATION By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CRC MARKETING, INC. By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Financial Officer SOUTHERN SAN XXXXXXX PRODUCTION, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CLASSIC HYDROCARBONS GP CO.CALIFORNIA RESOURCES COLES LEVEE, L.L.C. CLASSIC HYDROCARBONS HOLDINGSLLC By: CALIFORNIA RESOURCES ELK HILLS, LLC, as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES TIDELANDS, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: Executive Vice President and Chief Financial Officer CALIFORNIA RESOURCES COLES LEVEE, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc., its sole member CLASSIC HYDROCARBONS OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, LP By: Craton Energy GP IIICALIFORNIA RESOURCES COLES LEVEE, LLC., its as general partner By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: Executive Vice President MRD OPERATING LLC BETA OPERATING COMPANYand Chief Financial Officer WILMINGTON TRUST, LLC WILDHORSE RESOURCES, LLC By: Memorial Resource Development Corp., its sole member By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx X. Field Name: Xxxxxx Xxxxxxx X. Field Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 5.875% Senior Notes due 2022 No. $ MEMORIAL RESOURCE DEVELOPMENT CORP. promises to pay, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Global Note] on July 1, 2022. Interest Payment Dates: January 1 and July 1 Record Dates: December 15 and June 15 Dated: , 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 5.875% Senior Notes due 2022 FORM OF NOTE [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have [Insert the meanings assigned Regulation S Legend, if applicable pursuant to them the provisions of the Indenture] [Face of Note] CUSIP [ ] ISIN [ ][1] 7.125% Senior Notes due 2026 No. ___ $____________ CALIFORNIA RESOURCES CORPORATION promises to pay, to or registered assigns, the principal sum of _______________________ DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Indenture Global Note] on February 1, 2026. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 _______________ [1] 144A CUSIP: 13057Q AH0 / 144A ISIN: US13057QAH02; Reg S CUSIP: U1303A AE6 / REG S ISIN: USU1303AAE65 Dated: January _____, 2021 CALIFORNIA RESOURCES CORPORATION By: ________________________________ Name: Title: Certificate of Authentication: This is one of the Notes referred to below unless otherwise indicated.in the within-mentioned Indenture: Wilmington Trust, National Association, as Trustee By: ______________________________ Authorized Signatory Date: _____________________________ [Reverse of Note]
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 SIGNATURES Dated as of July 10LINN ENERGY, 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Title: Executive Vice President and Chief Executive Financial Officer MEMORIAL RESOURCE LINN ENERGY FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Title: Executive Vice President and Chief Executive Financial Officer CLASSIC HYDROCARBONS GP CO., L.L.C. CLASSIC HYDROCARBONS HOLDINGS, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc., its sole member CLASSIC HYDROCARBONS GUARANTORS LINN OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, LP By: Craton Energy GP III, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Title: Executive Vice President MRD OPERATING LLC BETA OPERATING COMPANY, LLC WILDHORSE RESOURCESand Chief Financial Officer LINN ENERGY HOLDINGS, LLC By: Memorial Resource Development Corp./s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PENN WEST PIPELINE, its sole member LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer MID ATLANTIC WELL SERVICE, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer MID-CONTINENT HOLDINGS I, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer MID-CONTINENT HOLDINGS II, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer MID-CONTINENT I, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer LINN GAS MARKETING, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer MID-CONTINENT II, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer LINN EXPLORATION MIDCONTINENT, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee AS TRUSTEE By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx Xxxxxxx X. Xxxxxxx, CCTS Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 5.875% Senior Notes due 2022 No. $ MEMORIAL RESOURCE DEVELOPMENT CORP. promises to payRULE 144A/REGULATION S APPENDIX PROVISIONS RELATING TO INITIAL NOTES, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Global Note] on July 1, 2022. Interest Payment Dates: January 1 and July 1 Record Dates: December 15 and June 15 Dated: , 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 5.875% Senior Notes due 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.PRIVATE EXCHANGE NOTES AND EXCHANGE NOTES
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Samples: Indenture (Linn Energy, LLC)
Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 SIGNATURES Dated as of July 10, 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL RESOURCE FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer CLASSIC HYDROCARBONS GP CO., L.L.C. CLASSIC HYDROCARBONS HOLDINGS, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc., its sole member CLASSIC HYDROCARBONS OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, LP By: Craton Energy GP III, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President MRD OPERATING LLC BETA OPERATING COMPANY, LLC WILDHORSE RESOURCESIssuers Linn Energy, LLC By: Memorial Resource Development Corp., its sole member /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Linn Energy Finance Corp. By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Guarantors Linn Operating, Inc. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Linn Energy Holdings, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Penn West Pipeline, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Mid-Continent Holdings I, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Mid-Continent Holdings II, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Mid-Continent I, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Linn Gas Marketing, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Mid-Continent II, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Signature Page to Indenture Linn Exploration Midcontinent, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Trustee U.S. BANK NATIONAL ASSOCIATIONBank National Association, as As Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 5.875% Senior Notes due 2022 No. $ MEMORIAL RESOURCE DEVELOPMENT CORP. promises to pay, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases of Interests in the Global Note] on July 1, 2022. Interest Payment Dates: January 1 and July 1 Record Dates: December 15 and June 15 Dated: , 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 5.875% Senior Notes due 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.RULE 144A/REGULATION S APPENDIX PROVISIONS RELATING TO INITIAL NOTES AND EXCHANGE NOTES
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Language of Notices, Etc. Any request, demand, authorization, direction, notice, consent, waiver or Act required or permitted under this Indenture shall be in the English language, except that any published notice may be in an official language of the country of publication. 125 SIGNATURES Dated as of July 1017, 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL RESOURCE FINANCE CORP. By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer CLASSIC HYDROCARBONS GP CO., L.L.C. CLASSIC HYDROCARBONS HOLDINGS, L.P. By: Classic Hydrocarbons GP Co., L.L.C., its general partner CLASSIC OPERATING CO. LLC By: Classic Hydrocarbons, Inc., its sole member CLASSIC HYDROCARBONS OPERATING, LLC CLASSIC HYDROCARBONS, INC. CRATON ENERGY GP III, LLC CRATON ENERGY HOLDINGS III, PRODUCTION PARTNERS LP By: Craton Energy Memorial Production Partners GP III, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President MRD Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC BETA OPERATING COMPANYBy: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer COLUMBUS ENERGY, LLC WILDHORSE RESOURCESRISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGY, LLC By: Memorial Resource Development Corp.Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer RISE ENERGY MINERALS, LLC RISE ENERGY BETA, LLC By: Rise Energy Operating, LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer WHT CARTHAGE LLC By: WHT Energy Partners LLC, its sole member By: Memorial Production Operating LLC, its sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer U.S. BANK NATIONAL ASSOCIATION, as Trustee By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 5.8756 7/8% Senior Notes due 2022 No. $ MEMORIAL RESOURCE DEVELOPMENT CORP. promises PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise to pay, jointly and severally, to or registered assigns, the principal sum of DOLLARS [or such greater or lesser amount as may be indicated on the attached Schedule of Increases or Decreases Exchanges of Interests in the Global Note] on July 1, 2022. Interest Payment Dates: January February 1 and July August 1 Record Dates: December January 15 and June July 15 Dated: , 2014 MEMORIAL RESOURCE DEVELOPMENT CORP. PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: U.S. Bank National Association, as Trustee By: Authorized Signatory [Back of Note] 5.8756 7/8% Senior Notes due 2022 [Insert the Global Note Legend, if applicable pursuant to the provisions of the Indenture] [Insert the Private Placement Legend, if applicable pursuant to the provisions of the Indenture] Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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