QR ENERGY, LP QRE FINANCE CORPORATION AND EACH OF THE GUARANTORS PARTY HERETO 9.25% SENIOR NOTES DUE 2020 INDENTURE Dated as of July 30, 2012 U.S. BANK NATIONAL ASSOCIATION As TrusteeIndenture • July 31st, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
INDENTURE dated as of July 30, 2012 among QR Energy, LP, a Delaware limited partnership (the “Company”), QRE Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among QR Energy, LP QRE Finance Corporation, the Guarantors party hereto, and Citigroup Global Markets Inc. Barclays Capital Inc. Credit Agricole Securities (USA) Inc. RBC Capital Markets, LLC RBS Securities Inc....Registration Rights Agreement • July 31st, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 30, 2012, by and among QR Energy, LP, a Delaware limited partnership (the “Partnership”), QRE Finance Corporation, a Delaware corporation (“Finance Corp” and, together with the Partnership, the “Issuers”), QRE Operating, LLC, a limited liability company organized under the laws of Delaware (the “Guarantor”), and Citigroup Global Markets Inc., Barclays Capital Inc., Credit Agricole Securities (USA) Inc., RBC Capital Markets, LLC, RBS Securities Inc., and Wells Fargo Securities, LLC as representatives of the initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 9.25% Senior Notes due 2020 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantor (the “Guarantee”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guar
QR Energy, LP QRE Finance Corporation $300,000,000 9.25% Senior Notes due 2020 Purchase AgreementPurchase Agreement • July 31st, 2012 • QR Energy, LP • Crude petroleum & natural gas • New York
QR Energy, LP, a limited partnership organized under the laws of Delaware (the “Partnership”), and QRE Finance Corporation, a corporation organized under the laws of Delaware (the “Finance Corp.” and, together with the Partnership, the “Issuers”), propose to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, $300,000,000 principal amount of its 9.25% Senior Notes due 2020 (the “Notes”). The Notes will be issued pursuant to an indenture dated as of the Closing Date (the “Indenture”), among the Issuers, QRE Operating, LLC, a limited liability company organized under the laws of Delaware ( “QR Operating”), and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by QR Operating and each subsidiary of the Partnership that is required to guarantee the Notes in accordance with the provisions of the Indenture (the “Guarantees”
