REGISTRATION RIGHTS AGREEMENT by and among Memorial Production Partners LP Memorial Production Finance Corporation, the Guarantors party hereto, and Wells Fargo Securities, LLC as representative of the Initial Purchasers Dated as of April 17, 2013Registration Rights Agreement • April 17th, 2013 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 17, 2013, 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 Wells Fargo Securities, LLC 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 the Issuers’ 7 5/8% Senior Notes due 2021 (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.”
7 5/8% SENIOR NOTES DUE 2021Indenture • April 17th, 2013 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
INDENTURE dated as of April 17, 2013 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”).
MEMORIAL PRODUCTION PARTNERS LP MEMORIAL PRODUCTION FINANCE CORPORATION 7 5/8% Senior Notes due 2021 PURCHASE AGREEMENTPurchase Agreement • April 17th, 2013 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), and Memorial Production Finance Corporation, a Delaware corporation (“FinanceCo” and, together with the Partnership, the “Issuers”), confirm their agreement with Wells Fargo Securities, LLC (“Wells Fargo”) and each of the other Initial Purchasers named on Exhibit A hereto (collectively, the “Initial Purchasers,” which term shall also include any person substituted for an Initial Purchaser pursuant to Section 10 hereof), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Issuers and the purchase by the Initial Purchasers, acting severally and not jointly, of $300,000,000 in aggregate principal amount of the Issuers’ 7 5/8% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of April 17, 2013 (the “Indenture”) among the Issuers, the Guarantors referred to below, an
