Credit Agreement dated as of September [ ], 2011 among Memorial Production Operating LLC, as Borrower, Memorial Production Partners LP, as Parent Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., as...Credit Agreement • October 19th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
This Credit Agreement dated as of September [__], 2011, is among: Memorial Production Operating LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the “Borrower”), Memorial Production Partners LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Parent”); each of the Lenders from time to time party hereto; Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); JPMorgan Chase Bank, N.A., as syndication agent for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agent”); and [______________], as documentation agent for the Lenders (in such capacity, together with its successors in such capacity, the “Documentation Agent”).
MEMORIAL PRODUCTION PARTNERS LP [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 19th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
This letter is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”), among Memorial Production Partners LP (the “Partnership”), Memorial Production Partners GP LLC, Memorial Production Operating LLC, Memorial Resource Development LLC, and you as representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of common units representing limited partner interests in the Partnership (“Common Units”).
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG MEMORIAL RESOURCE DEVELOPMENT LLC WHT ENERGY PARTNERS LLC, MEMORIAL PRODUCTION PARTNERS GP LLC, MEMORIAL PRODUCTION PARTNERS LP, AND MEMORIAL PRODUCTION OPERATING LLCContribution, Conveyance and Assumption Agreement • October 19th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Texas
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated as of [•], 2011 (the “Closing Date”), is entered into by and among Memorial Resource Development LLC, a Delaware limited liability company (“MRD”), WHT Energy Partners LLC, a Delaware limited liability company (“WHT”); Memorial Production Partners GP LLC, a Delaware limited liability company (the “General Partner”), Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), and Memorial Production Operating LLC, a Delaware limited liability company (“MPP Operating”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
FORM OF PURCHASE AND SALE AGREEMENT AMONG MEMORIAL RESOURCE DEVELOPMENT LLC CLASSIC HYDROCARBONS HOLDINGS, L.P., CLASSIC HYDROCARBONS OPERATING, LLC, CRATON ENERGY HOLDINGS III, LP, MEMORIAL PRODUCTION PARTNERS GP LLC, MEMORIAL PRODUCTION PARTNERS LP,...Purchase and Sale Agreement • October 19th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”), dated as of [•], 2011 (the “Closing Date”), is entered into by and among Memorial Resource Development LLC, a Delaware limited liability company (“MRD”), Classic Hydrocarbons Holdings, L.P., a Texas limited partnership (“Classic”); Classic Hydrocarbons Operating, LLC, a Texas limited liability company (“Classic Hydrocarbons”); Craton Energy Holdings III, LP, a Texas limited partnership (“Craton”); Memorial Production Partners GP LLC (the “General Partner”), a Delaware limited liability company; Memorial Production Partners LP (the “Partnership”), a Delaware limited partnership; and Memorial Production Operating LLC, a Delaware limited liability company (“MPP Operating”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
