CREDIT AGREEMENT dated as of June [ ], 2014 among Memorial Resource Development Corp., as Borrower, Bank of America, N.A., as Administrative Agent, [TBD], as Co-Syndication Agents, [TBD], as Co-Documentation Agents and the Lenders party hereto Merrill...Credit Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
THIS CREDIT AGREEMENT dated as of June [ ], 2014, is among: Memorial Resource Development Corp., a corporation duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; Bank of America, N.A. (in its individual capacity, “BAML”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”); [TBD], as co-syndication agents for the Lenders (in such capacity, together with its successors in such capacity, the “Syndication Agents”); and [TBD], as co-documentation agents for the Lenders (collectively, in such capacity, together with their respective successors in such capacity, the “Documentation Agents”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2014, by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties listed on the signature pages hereto (the “Initial Holders” and, together with the Company, the “Parties”).
Memorial Resource Development Corp. [—] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
Memorial Resource Development Corp., a corporation organized under the laws of Delaware (the “Company”), and MRD Holdco LLC, a Delaware limited liability company (in such capacity, the “Selling Stockholder”), propose to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [—] shares of common stock, $0.01 par value (“Common Stock”) of the Company (the “Underwritten Securities”). Of the [—] shares of the Underwritten Securities, [—] are being sold by the Company and [—] are being sold by the Selling Stockholder. In addition, the Selling Stockholder proposes to grant to the Underwriters an option to purchase up to [—] additional shares of Common Stock to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). The use of the neuter in this Agreement shall include the feminine and mascu
MEMORIAL RESOURCE DEVELOPMENT CORP. FORM OF CHANGE IN CONTROL AGREEMENTChange in Control Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
Memorial Resource Development Corp. (the “Company”) considers it essential to the best interests of its members to attract top executives and to foster the continuous employment of key management personnel. In this regard, the Board of Directors of the Company (the “Board”) recognizes that the possibility of a change in control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
AGREEMENT AND PLAN OF MERGER Merging MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company, With and Into MRD OPERATING LLC, a Delaware limited liability companyMerger Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Agreement and Plan of Merger (the “Agreement”) is entered into as of June , 2014, by and between MEMORIAL RESOURCE DEVELOPMENT LLC, a Delaware limited liability company (“MRD”), and MRD OPERATING LLC, a Delaware limited liability company (“Operating”).
PURCHASE AGREEMENT AND ASSIGNMENTPurchase Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Purchase Agreement and Assignment (this “Agreement”) is made effective as of June , 2014, by and between WildHorse Resources, LLC, a Delaware limited liability company (“Seller”), and WildHorse Resources II, LLC, a Delaware limited liability company (“Purchaser”).
ASSIGNMENT OF MEMBERSHIP INTERESTS (MRD MIDSTREAM LLC, MRD ROYALTY LLC, BLUESTONE NATURAL RESOURCES HOLDINGS, LLC, CLASSIC PIPELINE & GATHERING, LLC, GOLDEN ENERGY PARTNERS LLC)Assignment of Membership Interests • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Assignment of Membership Interests (“Assignment”), dated effective as of June , 2014 (the “Effective Date”), is by and between Memorial Resource Development LLC, a Delaware limited liability company (“Assignor”), and MRD Holdco LLC, a Delaware limited liability company (“Assignee”). Assignor and Assignee are sometimes referred to collectively herein as the “Parties.”
CONTRIBUTION AGREEMENT AMONG THE WHR STOCKHOLDERS PARTY HERETO, AND MEMORIAL RESOURCE DEVELOPMENT CORP.Contribution Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), dated as of , 2014 (the “Closing Date”), is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “WHR Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in Article I.
CONTRIBUTION AGREEMENT AMONG MEMORIAL RESOURCE DEVELOPMENT LLC, MRD HOLDCO LLC AND MEMORIAL RESOURCE DEVELOPMENT CORP.Contribution Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
This Contribution Agreement (this “Agreement”), dated as of , 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), Memorial Resource Development LLC, a Delaware limited liability company (“MRD LLC”), and MRD Holdco LLC, a Delaware limited liability company (“MRD Holdco”).
CLASSIC PIPELINE & GATHERING, LLC Houston, Texas 77010 May 1, 2014Water Disposal Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Texas
Classic Hydrocarbons Operating, LLC (“Producer”) has requested that Classic Pipeline & Gathering, LLC (“Classic”) enter into this agreement with Producer for Classic to dispose of tendered water (salt and / or fresh), including frac flowback water (collectively, the “Produced Water”), from Producer wells in the Contract Area described on Exhibit B attached hereto. This Water Disposal Agreement (this “Agreement”) sets out the terms and conditions under which Produced Water from wells in the Contract Area will be received into Classic’s water gathering system (“Water System”), then transported and injected for disposal into Classic’s water disposal well(s) (“Disposal Wells”) described on Exhibit A.
CLASSIC PIPELINE & GATHERING, LLC Houston, Texas 77010 SERVICE AGREEMENTNatural Gas Midstream Services Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas
This Service Agreement is agreed to by the Parties under the terms and conditions of the above General Terms and Conditions (the “General Terms”). Each capitalized term used but not otherwise defined herein shall have the meaning given to it in the General Terms. Pursuant to the terms and conditions of the General Terms, Producer agrees to deliver to the Receipt Point(s) and to receive at the Delivery Point(s), and Gatherer agrees to receive at the Receipt Point(s), gather and redeliver to the Delivery Point(s) Gas volumes and quantities as follows, subject to operational variances and Gatherer’s System Capacity:
VOTING AGREEMENTVoting Agreement • May 27th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of , 2014, is entered into by and among Memorial Resource Development Corp., a Delaware corporation (the “Company”), MRD Holdco LLC, a Delaware limited liability company (“MRD Holdco”), and each of the other parties identified on the signature pages hereto (subject to Section 4.2 hereof, collectively, the “WHR Stockholders” and individually, each a “WHR Stockholder”).
