REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 17th, 2014 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 17, 2014, 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 Barclays Capital Inc., as representative of the initial purchasers listed on Exhibit A to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase $500,000,000 aggregate principal amount of the Issuers’ 6 7/8% 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 PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 6 7⁄8% SENIOR NOTES DUE 2022 INDENTURE Dated as of July 17, 2014 U.S. BANK NATIONAL ASSOCIATION As TrusteeIndenture • July 17th, 2014 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
INDENTURE dated as of July 17, 2014 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 Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
