FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MEMORIAL PRODUCTION PARTNERS LPLimited Partnership Agreement • December 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MEMORIAL PRODUCTION PARTNERS LP dated as of December 14, 2011, is entered into by and between Memorial Production Partners GP LLC, a Delaware limited liability company, as the General Partner, Memorial Resource Development LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
CREDIT AGREEMENT dated as of December 14, 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 • December 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of December 14, 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 BNP Paribas, Citibank, N.A., and Comerica Bank, as co-documentation agents for the Lenders (collectively, in such capacity, together with their respective successors in such capacity, the “Documentation Agents”).
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • December 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas
This Indemnification Agreement (this “Agreement”) is made and entered into as of this [Insert Day] day of [Insert Month], 20 , by and among Memorial Production Partners GP LLC, a Delaware limited liability company (the “General Partner”); Memorial Production Partners LP, a Delaware limited partnership (the “Partnership,” and together with the General Partner, the “Companies” and each a “Company”); and [Insert Director Name] (“Indemnitee”). Each of the defined terms used in this Agreement shall have the definition set forth in Section 14.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MEMORIAL PRODUCTION PARTNERS GP LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF DECEMBER 14, 2011Limited Liability Company Agreement • December 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 December 14, 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.”
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG MEMORIAL RESOURCE DEVELOPMENT LLC BLUESTONE NATURAL RESOURCES HOLDINGS, LLC BLUESTONE NATURAL RESOURCES, LLC, MEMORIAL PRODUCTION PARTNERS GP LLC, MEMORIAL PRODUCTION PARTNERS LP, AND MEMORIAL...Contribution, Conveyance and Assumption Agreement • December 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Texas
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), dated as of December 14, 2011 (the “Closing Date”), is entered into by and among Memorial Resource Development LLC, a Delaware limited liability company (“MRD”), BlueStone Natural Resources Holdings, LLC, a Delaware limited liability company (“BlueStone”), BlueStone Natural Resources, LLC (“BNR”), 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.
OMNIBUS AGREEMENT BY AND AMONG MEMORIAL PRODUCTION PARTNERS LP, MEMORIAL PRODUCTION PARTNERS GP LLC, AND MEMORIAL RESOURCE DEVELOPMENT LLCOmnibus Agreement • December 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas
This Omnibus Agreement is entered into on, and effective as of, December 14, 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.”
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, AND...Purchase and Sale Agreement • December 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”), dated as of December 14, 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 Delaware 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.
TAX SHARING AGREEMENT BY AND BETWEEN MEMORIAL RESOURCE DEVELOPMENT LLC AND MEMORIAL PRODUCTION PARTNERS LP DECEMBER 14, 2011Tax Sharing Agreement • December 15th, 2011 • Memorial Production Partners LP • Crude petroleum & natural gas • Delaware
This Tax Sharing Agreement (the “Agreement”), dated this 14th day of December, 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”).
