REGISTRATION RIGHTS AGREEMENT by and among Memorial Production Partners LP Memorial Production Finance Corporation, the Guarantors party hereto, and Wells Fargo Securities, LLC Dated as of May 23, 2013Registration Rights Agreement • May 23rd, 2013 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 23, 2013, by and among Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), Memorial Production Finance Corporation, a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Wells Fargo Securities, LLC as initial purchaser (the “Initial Purchaser”). The Initial Purchaser has agreed to purchase $100,000,000 aggregate principal amount of the Issuers’ 7 5/8% Senior Notes due 2021 (the “New Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The New Notes and the Guarantees are herein collectively referred to as the “New Securities.”
PURCHASE AGREEMENTPurchase Agreement • May 23rd, 2013 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), and Memorial Production Finance Corporation, a Delaware corporation (“FinanceCo” and, together with the Partnership, the “Issuers”), confirm their agreement with Wells Fargo Securities, LLC (the “Initial Purchaser”) with respect to the issue and sale by the Issuers and the purchase by the Initial Purchaser of $100,000,000 in aggregate principal amount of the Issuers’ 7 5/8% Senior Notes due 2021 (the “Notes”). The Notes will be issued pursuant to an Indenture dated as of April 17, 2013 (the “Indenture”) among the Issuers, the Guarantors referred to below, and U.S. Bank National Association, as trustee (the “Trustee”). The Issuers’ obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guaranteed on an unsecured senior basis (the “Guarantees” and, together with the Notes, the “Securities”) by the Guarantors. Certain terms use
