FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEMORIAL PRODUCTION PARTNERS GP LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OFLimited Liability Company Agreement • September 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Delaware
This Amended and Restated Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) of Memorial Production Partners GP LLC, a Delaware limited liability company (the “Company”), is made and entered into as of , 2011, to be effective upon and at the time of the closing of the MLP IPO (as defined below) (the “Effective Time”), by Memorial Resource Development LLC, a Delaware limited liability company (“Memorial Resource”), Natural Gas Partners VIII, L.P., a Delaware limited partnership (“Fund VIII”), Natural Gas Partners IX, L.P., a Delaware limited partnership (“Fund IX”), and NGP IX Offshore Holdings, L.P., a Delaware limited partnership (“Fund IX Offshore” and, together with Fund VIII and Fund IX, the “Funds”). The parties hereto may be referenced individually as a “Member” or “Party” and collectively as “Members” or “Parties.”
FORM OF TAX SHARING AGREEMENT BY AND BETWEEN MEMORIAL RESOURCE DEVELOPMENT LLC AND MEMORIAL PRODUCTION PARTNERS LPTax Sharing Agreement • September 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Delaware
This Tax Sharing Agreement (the “Agreement”), dated this ___________ day of_____________, 2011, is by and between Memorial Resource Development LLC, a Delaware limited liability company (“MRD”), and Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”).
FORM OF OMNIBUS AGREEMENT BY AND AMONG MEMORIAL PRODUCTION PARTNERS LP, MEMORIAL PRODUCTION PARTNERS GP LLC, AND MEMORIAL RESOURCE DEVELOPMENT LLCOmnibus Agreement • September 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas
This Omnibus Agreement is entered into on, and effective as of, ____________, 2011 (the “Closing Date”), and is by and among Memorial Production Partners LP, a Delaware limited partnership (the “MLP”), Memorial Production Partners GP LLC, a Delaware limited liability company and the general partner of the MLP (the “General Partner”), and Memorial Resource Development LLC, a Delaware limited liability company (“MRD”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
