MEMORIAL RESOURCE DEVELOPMENT CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.875% SENIOR NOTES DUE 2022 INDENTURE Dated as of July 10, 2014 U.S. BANK NATIONAL ASSOCIATION As TrusteeIndenture • July 16th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
INDENTURE dated as of July 10, 2014 among Memorial Resource Development Corp., a Delaware corporation (the “Issuer”), the Guarantors (as defined) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENT by and among Memorial Resource Development Corp., the Guarantors party hereto, and Citigroup Global Markets Inc. as representative of the Initial Purchasers Dated as of July 10, 2014Registration Rights Agreement • July 16th, 2014 • Memorial Resource Development Corp. • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2014, by and among Memorial Resource Development Corp., a Delaware corporation (the “Issuer”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Citigroup Global Markets Inc. as representative of the initial purchasers listed on Exhibit A to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), who have agreed to purchase $600,000,000 aggregate principal amount of the Issuer’s 5.875% Senior Notes due 2022 (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.”
