ContractResignation, Appointment and Acceptance • August 3rd, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
THIS INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (this “Instrument”), dated as of June 24, 2016, is 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”), Wilmington Trust, National Association, a national banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”), and U.S. Bank National Association, a national banking association duly organized and existing under the laws of the United States of America (the “Resigning Trustee”). Capitalized terms not otherwise defined herein shall have the same meaning ascribed to such terms in the Indenture (as defined below).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 3rd, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of July 20, 2016, by and among Memorial Production Partners GP LLC, a Delaware limited liability company (“MEMP GP”), MEMP Services LLC, a Delaware limited liability company (“Services”), and Beta Operating Company, LLC, a Delaware limited liability company (“Beta” and, together with MEMP GP and Services, the “Guaranteeing Subsidiaries”), each a subsidiary of Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), the Partnership, Memorial Production Finance Corporation, a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers” and individually an “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 3rd, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of July 20, 2016, by and among Memorial Production Partners GP LLC, a Delaware limited liability company (“MEMP GP”), MEMP Services LLC, a Delaware limited liability company (“Services”), and Beta Operating Company, LLC, a Delaware limited liability company (“Beta” and, together with MEMP GP and Services, the “Guaranteeing Subsidiaries”), each a subsidiary of Memorial Production Partners LP, a Delaware limited partnership (the “Partnership”), the Partnership, Memorial Production Finance Corporation, a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers” and individually an “Issuer”), the other Guarantors (as defined in the Indenture referred to herein) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”).
