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. SIGNATURES Dated as of July 17, 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: 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: Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGY, 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: 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 [ ] 6 7/8% Senior Notes due 2022 No. $ MEMORIAL 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 Exchanges of Interests in the Global Note] on , 2022. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2014 MEMORIAL 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] 6 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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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. 110 SIGNATURES Dated as of July 17January 20, 2014 MEMORIAL PRODUCTION PARTNERS LP 2021 CALIFORNIA RESOURCES CORPORATION, as the Issuer By: Memorial Production Partners GP /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 Name: Xxxxxxxxx X. Xxxx 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 CALIFORNIA 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 Name: Xxxxxxxxx X. Xxxx 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 CALIFORNIA RESOURCES COLES LEVEE, LLC By: CALIFORNIA RESOURCES ELK HILLS, LLC, its 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: CALIFORNIA RESOURCES COLES LEVEE, LLC., as general partner By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: Executive Vice President and Chief Executive Financial Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC By: Memorial Production Partners LPWILMINGTON TRUST, 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 RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGY, 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: 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 X. Field Name: Xxxxxx Xxxxxxx X. Field Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 6 7/8% Senior Notes due 2022 No. $ MEMORIAL 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 Exchanges of Interests in the Global Note] on , 2022. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2014 MEMORIAL 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] 6 7/8% 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. SIGNATURES Dated as of July 17, 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: 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: Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGYIssuers Linn Energy, LLC By: Memorial Production Operating LLC, its sole member By/s/ Xxxxx Xxxxxx Name: Memorial Production Partners LP, its sole member ByXxxxx Xxxxxx Title: Memorial Production Partners GP LLC, its general partner 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 RISE ENERGY MINERALS, LLC RISE ENERGY BETALinn Energy Holdings, LLC By: Rise Energy Operating/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Penn West Pipeline, 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 LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Title: Executive Vice President and Chief Executive Financial Officer WHT CARTHAGE Mid-Continent Holdings I, LLC By: WHT Energy Partners LLC/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer Mid-Continent Holdings II, 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 LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx 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 [ ] 6 7/8% Senior Notes due 2022 No. $ MEMORIAL 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 Exchanges of Interests in the Global Note] on , 2022. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2014 MEMORIAL 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] 6 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.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. SIGNATURES Dated as of July 17February 1, 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC2017 WILDHORSE RESOURCE DEVELOPMENT CORPORATION, its general partner 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 PRODUCTION FINANCE CORPORATION WILDHORSE RESOURCES II, LLC, By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION OPERATING LLC WildHorse Resource Development Corporation, its sole member ESQUISTO RESOURCES II, LLC, By: Memorial Production Partners LPWildHorse Resource Development Corporation, its sole member WHE ACQCO., LLC, By: WildHorse Resource Development Corporation, its sole member By: Memorial Production Partners GP /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Executive Vice President and Chief Financial Officer WILDHORSE RESOURCES MANAGEMENT COMPANY, LLC, By: WildHorse Resources II, LLC, its general partner sole member, By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer COLUMBUS ENERGYWildHorse Resource Development Corporation, LLC RISE its sole member OAKFIELD ENERGY OPERATINGLLC, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGY, LLC By: Memorial Production Operating WildHorse Resources II, LLC, its sole member, By: WildHorse Resource Development Corporation, its sole member By: Memorial Production Partners LP/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: Memorial Production Partners GP /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 general partner sole member, 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, LLCWildHorse Resource Development Corporation, 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 Xxxxxx X. Xxxxxxxxx Xxxxx Name: Xxxx Xxxxxx X. Xxxxxxxxx Xxxxx Title: Executive Vice President and 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 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 [ ] 6 7/86.875% Senior Notes due 2022 2025 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE WILDHORSE RESOURCE DEVELOPMENT CORPORATION promise promises 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 Exchanges Increases or Decreases of Interests in the Global Note] on February 1, 20222025. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE 20[β] WILDHORSE RESOURCE DEVELOPMENT 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] 6 7/86.875% 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 1710, 2014 MEMORIAL PRODUCTION PARTNERS 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: Memorial Production Partners Craton Energy GP III, LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION President MRD 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: Chief Executive Officer COLUMBUS ENERGYBETA OPERATING COMPANY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGYWILDHORSE RESOURCES, LLC By: Memorial Production Operating LLCResource Development Corp., 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 [ ] 6 7/85.875% Senior Notes due 2022 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise RESOURCE DEVELOPMENT CORP. promises 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 Exchanges Increases or Decreases of Interests in the Global Note] on July 1, 2022. Interest Payment Dates: February January 1 and August July 1 Record Dates: January December 15 and July June 15 Dated: , 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: Name: Title: MEMORIAL PRODUCTION FINANCE CORPORATION 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] 6 7/85.875% 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. SIGNATURES Dated as of July 17, 2014 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: 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: Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT LINN ENERGY, LLC By: Memorial Production Operating LLC, its sole member By/s/ Xxxxx Xxxxxx Name: Memorial Production Partners LP, its sole member ByXxxxx Xxxxxx Title: Memorial Production Partners GP LLC, its general partner 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 RISE LINN ENERGY MINERALS, LLC RISE ENERGY BETAHOLDINGS, LLC By: Rise Energy Operating/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer PENN WEST PIPELINE, 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 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 WHT CARTHAGE MID-CONTINENT HOLDINGS I, LLC By: WHT Energy Partners LLC/s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Executive Vice President and Chief Financial Officer MID-CONTINENT HOLDINGS II, 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 LLC By: /s/ Xxxx X. Xxxxxxxxx Xxxxx Xxxxxx Name: Xxxx X. Xxxxxxxxx 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 [ ] 6 7/8% Senior Notes due 2022 No. $ MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION promise to payRULE 144A/REGULATION S APPENDIX PROVISIONS RELATING TO INITIAL NOTES, 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 Exchanges of Interests in the Global Note] on , 2022. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2014 MEMORIAL 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] 6 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.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. SIGNATURES Dated as of July April 17, 2014 2013 MEMORIAL PRODUCTION PARTNERS LP By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: President & 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 MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGY, 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 [ ] 6 7/87 5/8% Senior Notes due 2022 2021 No. $ MEMORIAL 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 Exchanges of Interests in the Global Note] on , 20222021. Interest Payment Dates: February May 1 and August November 1 Record Dates: January April 15 and July October 15 Dated: , 2014 2013 MEMORIAL 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] 6 7/87 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. 110 SIGNATURES Dated as of July 17June 5, 2014 MEMORIAL PRODUCTION PARTNERS LP 2024 CALIFORNIA RESOURCES CORPORATION, as the Issuer By: Memorial Production Partners GP /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive 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: President and Chief Executive Officer CALIFORNIA RESOURCES WILMINGTON, LLC By: CALIFORNIA RESOURCES TIDELANDS, INC., as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CALIFORNIA HEAVY OIL, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CALIFORNIA RESOURCES PETROLEUM CORPORATION By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CALIFORNIA RESOURCES PRODUCTION CORPORATION By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CRC MARKETING, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer SOUTHERN SAN XXXXXXX PRODUCTION, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CALIFORNIA RESOURCES COLES LEVEE, LLC EHP TOPCO HOLDING COMPANY, LLC By: CALIFORNIA RESOURCES ELK HILLS, LLC, its as sole member By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CALIFORNIA RESOURCES TIDELANDS, INC. By: /s/ Xxxxxxxxx X. Xxxx Name: Xxxxxxxxx X. Xxxx Title: President and Chief Executive Officer CALIFORNIA RESOURCES COLES LEVEE, L.P. By: CALIFORNIA RESOURCES COLES LEVEE, LLC, as general partner By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: President and Chief Executive Officer MEMORIAL PRODUCTION FINANCE CORPORATION By: /s/ Xxxx X. Xxxxxxxxx Name: Xxxx X. Xxxxxxxxx Title: Chief Executive Officer MEMORIAL PRODUCTION OPERATING ELK HILLS POWER, LLC By: Memorial Production Partners LPEHP MIDCO HOLDING COMPANY, its LLC, as sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: President and Chief Executive Officer COLUMBUS ENERGY, LLC RISE ENERGY OPERATING, LLC WHT ENERGY PARTNERS LLC MEMORIAL ENERGY SERVICES LLC MEMORIAL MIDSTREAM LLC PROSPECT ENERGYEHP MIDCO HOLDING COMPANY, LLC By: Memorial Production Operating EHP TOPCO HOLDING COMPANY, LLC, its as sole member By: Memorial Production Partners LP, its sole member By: Memorial Production Partners GP LLC, its general partner By: /s/ Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Name: Xxxxxxxxx X. Xxxx X. Xxxxxxxxx Title: President and Chief Executive Officer RISE ENERGY MINERALS[Signature Page to Indenture] WILMINGTON TRUST, 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 Xxxxx X. Xxxxxxx Name: Xxxxxx Xxxxx X. Xxxxxxx Title: Vice President EXHIBIT A [Face of Note] CUSIP [ ] 6 7/8% Senior Notes due 2022 No. $ MEMORIAL 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 Exchanges of Interests in the Global Note] on , 2022. Interest Payment Dates: February 1 and August 1 Record Dates: January 15 and July 15 Dated: , 2014 MEMORIAL 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] 6 7/8% 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] [Insert the Regulation S Legend, if applicable pursuant to the provisions of the Indenture] [Face of Note] CUSIP [ ] ISIN [ ]1 8.250% Senior Notes due 2029 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 Global Note)] on June 15, 2029. Interest Payment Dates: June 15 and December 15 Record Dates: June 1 and December 1 1 144A CUSIP: 13057Q AK3 / 144A ISIN: US13057QAK31; REG S CUSIP: U1303A AF3 / REG S ISIN: USU1303AAF31 Dated: CALIFORNIA RESOURCES CORPORATION By: Name: Title: Certificate of Authentication: This is one of the Notes referred to in the within-mentioned Indenture: WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Date: [Reverse of Note] 8.250% Senior Notes due 2029 Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.
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