UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): August 26, 2016 (August 23, 2016)
MEMORIAL RESOURCE DEVELOPMENT CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-36490 | 46-4710769 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| 500 Dallas Street, Suite 1800 Houston, Texas |
77002 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (713) 588-8300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
In connection with the merger contemplated by the previously-disclosed Agreement and Plan of Merger, dated as of May 15, 2016, by and among Range Resources Corporation (“Range”), Memorial Resource Development Corp. (“MRD”), and Medina Merger Sub, Inc. (the “Merger”), on August 3, 2016, Range commenced offers to certain eligible holders (collectively, the “Eligible Holder Offers”) of the 5.875% Senior Notes due 2022 issued by MRD (the “Existing Notes”) to either (a) exchange any and all outstanding Existing Notes for up to $600 million aggregate principal amount of new senior notes issued by Range or (b) purchase for cash any and all outstanding Existing Notes. Range also commenced a concurrent cash offer (the “Concurrent Cash Tender Offer” and, together with the Eligible Holder Offers, the “Offers”) to those holders of the Existing Notes who are not Eligible Holders. Also, in connection with the Offers, Range solicited consents from noteholders to amend the indenture governing the Existing Notes (the “Existing Indenture”) to eliminate substantially all of the restrictive covenants and certain events of default applicable to the Existing Notes (collectively, the “Proposed Amendments”).
Based on the receipt of the requisite number of consents in the consent solicitations, on August 23, 2016, MRD and the respective guarantors under the Existing Notes executed a supplement to the Existing Indenture (the “Supplemental Indenture”) with respect to the Proposed Amendments. The Supplemental Indenture became effective upon execution, but will become operative only upon, among other things, consummation of the proposed Merger described above.
In addition, the Existing Indenture requires MRD to make an offer to repurchase the Existing Notes at 101% of their face amount, plus accrued and unpaid interest, upon the occurrence of a MRD “change of control” transaction, which would include the Merger. The Proposed Amendments amend the definition of “change of control” to exclude the Merger, as a result of which the repurchase requirement would not apply to the Merger.
The foregoing summary of the Supplemental Indenture does not purport to be complete and is qualified by reference to the full text of the Supplemental Indenture, which is filed herewith as Exhibit 4.1 hereto and incorporated by reference herein.
Important Additional Information
This Current Report on Form 8-K (“Form 8-K”) does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This Form 8-K is being made in respect of transactions related to the proposed merger transaction involving Range and MRD.
In connection with the Merger, Range has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (333-211994) on June 13, 2016, as amended, which has been declared effective by the SEC and includes a joint proxy statement of Range and MRD and also constitutes a prospectus of Range. Each of Range and MRD also plan to file other relevant documents with the SEC regarding the Merger. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. The definitive joint proxy statement/prospectus(es) for Range and/or MRD has been mailed to shareholders of Range and/or MRD, as applicable.
INVESTORS AND SECURITY HOLDERS OF RANGE AND MRD ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED OR THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain free copies of the joint proxy statement/prospectus, any amendments or supplements thereto and other documents containing important information about Range and MRD, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Range will be available free of charge on Range’s website at http://www.rangeresources.com under the heading “Investors” or by contacting Range’s Investor Relations Department by email at lsando@rangeresources.com, damend@rangeresources.com,
mfreeman@rangeresources.com, or by phone at 817-869-4267. Copies of the documents filed with the SEC by MRD will be available free of charge on MRD’s website at http://www.memorialrd.com under the heading “Investor Relations” or by phone at 713-588-8339.
Participants in the Solicitation
Range, MRD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the Merger. Information about the directors and executive officers of MRD is set forth in MRD’s proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on April 1, 2016. Information about the directors and executive officers of Range is set forth in its proxy statement for its 2016 annual meeting of shareholders, which was filed with the SEC on April 8, 2016. These documents can be obtained free of charge from the sources indicated above.
Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when such materials become available. Investors should read the joint proxy statement/prospectus carefully before making any voting or investment decisions regarding the Merger. You may obtain free copies of these documents from Range or MRD using the sources indicated above.
Cautionary Statement Regarding Forward-Looking Information
This Form 8-K contains certain “forward-looking statements” within the meaning of federal securities laws, including within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Range’s and MRD’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” ““plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this communication that are not historical statements, including statements regarding the expected timetable for completing the proposed transaction, benefits and synergies of the proposed transaction, costs and other anticipated financial impacts of the proposed transaction; the combined company’s plans, objectives, future opportunities for the combined company and products, future financial performance and operating results and any other statements regarding Range’s and MRD’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Range’s or MRD’s control, which could cause actual results to differ materially from the results expressed or implied by the statements. These risks and uncertainties include, but are not limited to: failure to obtain the required votes of Range’s or MRD’s shareholders; the timing to consummate the proposed transaction; that the conditions to closing of the proposed transaction may not be satisfied or that the closing of the proposed transaction otherwise does not occur; the risk that a regulatory approval that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Range and MRD; the effects of the business combination of Range and MRD, including the combined company’s future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; expected synergies and other benefits from the proposed transaction and the ability of Range to realize such synergies and other benefits; expectations regarding regulatory approval of the transaction; the results of any merger-related litigation, settlements and investigations; actions by third parties, including governmental agencies; changes in the demand for or price of oil and/or natural gas can be significantly impacted by weakness in the worldwide economy; consequences of audits and investigations by government agencies and legislative bodies and related publicity and potential adverse proceedings by such agencies; compliance with environmental laws; changes in government regulations and regulatory requirements, particularly those related to oil and natural gas exploration; compliance with laws related to income taxes and assumptions regarding the generation of future taxable income; weather-related issues; changes in capital spending by customers; delays or failures by customers to make payments owed to us; impairment of oil and natural gas properties; structural changes in the oil and natural gas industry; and maintaining a highly skilled workforce.
Range’s and MRD’s respective reports on Form 10-K for the year ended December 31, 2015, Form 10-Q for the quarters ended March 31, 2016 and June 30, 2016, recent Current Reports on Form 8-K, and other SEC filings , including the registration statement on S-4, as amended, that includes a joint proxy statement of Range and MRD and constitutes a prospectus of Range, discuss some of the important risk factors identified that may affect these factors and Range’s and MRD’s respective business, results of operations and financial condition. Range and MRD undertake no obligation to revise or update publicly any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 4.1 | Second Supplemental Indenture, dated August 23, 2016, by and among Memorial Resource Development Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee. |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MEMORIAL RESOURCE DEVELOPMENT CORP. | ||||||
| Date: August 26, 2016 | By: | /s/ Kyle N. Roane | ||||
| Kyle N. Roane | ||||||
| Senior Vice President, General Counsel & Corporate Secretary | ||||||
Exhibit Index
| 4.1 | Second Supplemental Indenture, dated August 23, 2016, by and among Memorial Resource Development Corp., the subsidiary guarantors named therein and U.S. Bank National Association, as trustee. | |
Exhibit 4.1
MEMORIAL RESOURCE DEVELOPMENT CORP.
As Issuer
MEMORIAL RESOURCE FINANCE CORP.
MRD OPERATING LLC
LINCOLN MINERALS LLC
As Guarantors
5.875% SENIOR NOTES DUE 2022
SECOND SUPPLEMENTAL INDENTURE
Dated as of August 23, 2016
TO
INDENTURE
Dated as of July 10, 2014
U.S. BANK NATIONAL ASSOCIATION
As Trustee
SECOND SUPPLEMENTAL INDENTURE, dated as of August 23, 2016 (this “Second Supplemental Indenture”), among Memorial Resource Development Corp., a Delaware corporation (the “Company”), as issuer, the entities listed as guarantors on the signature pages hereto (the “Subsidiary Guarantors”), as guarantors, and U.S. Bank National Association, as trustee (the “Trustee”).
RECITALS
The Company, certain subsidiaries of the Company, and the Trustee have previously executed and delivered that certain Indenture, dated as of July 10, 2014 (the “Base Indenture” and, as supplemented by the First Supplemental Indenture (as defined below), the “Indenture”), pursuant to which the Company’s 5.875% Senior Notes due 2022 (the “Notes”) have been issued.
Section 9.02 of the Base Indenture provides that, subject to certain exceptions, the Company, the Company’s subsidiaries that are guarantors of the Notes under the Base Indenture (the “Note Guarantors”), and the Trustee may amend or supplement the Base Indenture with the consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes).
$600,000,000 aggregate principal amount of the Notes is currently outstanding, and the Subsidiary Guarantors currently constitute the only Note Guarantors. Pursuant to Section 10.05 of the Base Indenture, in February 2015, Wildhorse Resources, LLC, a previous guarantor of the Notes, ceased to be such guarantor upon merging into MRD Operating LLC, a Subsidiary Guarantor. In addition, Classic Hydrocarbons GP Co., L.L.C., Classic Hydrocarbons Holdings, L.P., Classic Operating Co. LLC, Classic Hydrocarbons Operating, LLC, Classic Hydrocarbons, Inc., Craton Energy GP III, LLC, Craton Energy Holdings III, LP, and Beta Operating Company, LLC, which were all previous guarantors of the Notes, ceased to be such guarantors upon their sale to Memorial Production Partners LP in February 2015 and June 2016 in transactions that satisfied Sections 10.05 and 4.10 of the Base Indenture. On June 20, 2016, the Company entered into a First Supplemental Indenture to the Base Indenture (the “First Supplemental Indenture”) with Lincoln Minerals LLC, the other subsidiaries of the Company named therein as guarantor parties thereto, and the Trustee, solely to supplement the Base Indenture to add Lincoln Minerals LLC as a guarantor of the Notes.
Upon the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement of Range Resources Corporation, a Delaware corporation (“Range”), dated as of August 3, 2016 (the “Offering Memorandum and Consent Solicitation Statement”), and the related letter of transmittal and consent, Range has offered to either (i) exchange (the “Exchange Offer”) any and all of the Notes held by certain Holders of the Notes (“Eligible Holders”) for new 5.875% Senior Notes due July 1, 2022 (“New Notes”) to be issued by Range and cash or (ii) purchase such Notes for cash (the “Eligible Holders Cash Tender Offer” and, together with the Exchange Offer, the “Exchange and Cash Tender Offer”). Range has also offered to purchase for cash (the “Concurrent Cash Tender Offer” and, together with the Exchange and Cash Tender Offer, the “Offers” and each, an “Offer”) any and all of the Notes
held by Holders of the Notes that are not eligible to participate in the Exchange and Cash Tender Offer, upon the terms and subject to the conditions set forth in Range’s Offer to Purchase and Consent Solicitation Statement, dated as of August 3, 2016 (the “Offer to Purchase and Consent Solicitation Statement” and, together with the Offering Memorandum and Consent Solicitation Statement, the “Offering Documents”), and the related letter of transmittal and consent.
Concurrently with the Offers, Range has solicited consents (the “Consent Solicitations” and, together with the Offers, the “Offers and Consent Solicitations”) from Holders of the Notes to amend the Base Indenture in the manner described in the Offering Documents and as set forth herein (such amendments, the “Proposed Amendments”). Under the Offers and Consent Solicitations, a Holder of Notes may not deliver a consent in any Consent Solicitation, with respect to any Note, without tendering such Note for exchange or purchase, as applicable, in the related Offer.
Holders of a majority in aggregate principal amount of the Notes currently outstanding have consented to the Proposed Amendments.
Each of the Offering Documents provides that while this Second Supplemental Indenture shall be effective upon execution and delivery thereof, it shall become operative only upon consummation of the applicable Offer; pursuant to the terms of the Offering Documents, Range’s obligation to accept for exchange or purchase, and to pay or deliver the applicable consideration for, Notes validly tendered (and not validly withdrawn) in the Offers is subject to the satisfaction or waiver of certain conditions, including the consummation of the Merger (as defined in the Offering Documents).
The execution and delivery of this Second Supplemental Indenture has been duly authorized by the board of directors of the Company and by the board of directors or sole member, as applicable, of each Subsidiary Guarantor.
The Company has requested that the Trustee join it and the Subsidiary Guarantors in the execution of this Second Supplemental Indenture, and, in connection with that request, the Company has provided the Trustee with (i) the resolutions of the board of directors of the Company and of the board of directors or sole member, as applicable, of each Subsidiary Guarantor, authorizing the execution and delivery of this Second Supplemental Indenture, (ii) evidence satisfactory to the Trustee of the consents to the Proposed Amendments from Holders of a majority in aggregate principal amount of the Notes currently outstanding, and (iii) an Officers’ Certificate and an Opinion of Counsel relating to this Second Supplemental Indenture as contemplated by the Base Indenture.
All things necessary to make this Second Supplemental Indenture a valid agreement of the Company, the Subsidiary Guarantors and the Trustee and a valid amendment of the Base Indenture have been done.
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NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, it is mutually covenanted and agreed, with binding effect on all parties hereto and all Holders of the Notes, as follows:
ARTICLE I
DEFINED TERMS
Defined Terms. Except as otherwise expressly provided in the preamble and recitals of this Second Supplemental Indenture or otherwise clearly required by the context hereof, all capitalized terms used and not defined in this Second Supplemental Indenture that are defined in the Base Indenture shall have the respective meanings assigned to them in the Base Indenture.
ARTICLE II
AMENDMENTS TO BASE INDENTURE
SECTION 2.01. Amendment to Section 4.03 Reports. Section 4.03 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.03 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.03 shall cease to have effect.
SECTION 2.02. Amendment to Section 4.07 Restricted Payments. Section 4.07 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.07 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.07 shall cease to have effect.
SECTION 2.03. Amendment to Section 4.08 Dividends and Other Payment Restrictions Affecting Subsidiaries. Section 4.08 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.08 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.08 shall cease to have effect.
SECTION 2.04. Amendment to Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock. Section 4.09 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.09 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.09 shall cease to have effect.
SECTION 2.05. Amendment to Section 4.10 Asset Sales. Section 4.10 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.10 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.10 shall cease to have effect.
SECTION 2.06. Amendment to Section 4.11 Transactions with Affiliates. Section 4.11 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.11 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.11 shall cease to have effect.
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SECTION 2.07. Amendment to Section 4.12 Liens. Section 4.12 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.12 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.12 shall cease to have effect.
SECTION 2.08. Amendment to Section 4.17 Designation of Restricted and Unrestricted Subsidiaries. Section 4.17 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.17 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.17 shall cease to have effect.
SECTION 2.09. Amendment to Section 4.18 Covenant Termination. Section 4.18 of the Base Indenture is hereby deleted in its entirety and replaced with the following: “Section 4.18 [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Section 4.18 shall cease to have effect.
SECTION 2.10. Amendments to Clauses (g), (h), (i) and (j) of Section 6.01 Events of Default. Sections 6.01(g), 6.01(h), 6.01(i) and 6.01(j) of the Base Indenture are each hereby deleted in their entirety and respectively replaced with the following: “(g) [Intentionally Omitted].”; “(h) [Intentionally Omitted].”; “(i) [Intentionally Omitted].”; and “(j) [Intentionally Omitted].” Accordingly, all other references in the Base Indenture to Sections 6.01(g), 6.01(h), 6.01(i) and 6.01(j) shall cease to have effect.
SECTION 2.11. Amendments to Article 5 Successors.
(a) Section 5.01(a) of the Base Indenture is hereby amended by deleting clause (4) of Section 5.01(a) in its entirety and renumbering paragraph (5) of Section 5.01(a) as paragraph (4) thereof. Accordingly, the reference to “and clause (4) of Section 5.01(a) hereof” in Section 8.03 of the Base Indenture shall cease to have effect.
(b) Section 5.01(b) of the Base Indenture is hereby deleted in its entirety and replaced with the following: “(b) [Intentionally Omitted].”
SECTION 2.12. Amendment to definition of Change of Control. The definition of “Change of Control” in Section 1.01 of the Base Indenture is hereby amended and restated in its entirety to read as follows:
“Change of Control” means the occurrence of any of the following:
(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer (including Equity Interests of Restricted Subsidiaries) and its Subsidiaries taken as a whole to any Person (including any “person” (as that term is used in Section 13(d)(3) of the Exchange Act)) other than any Permitted Holder;
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(2) the adoption of a plan relating to the liquidation or dissolution of the Issuer; or
(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as defined above), other than any Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of the Issuer, measured by voting power rather than number of shares, units or the like; provided, however, that a transaction in which the Issuer becomes a Subsidiary of another Person shall not constitute a Change of Control if, immediately following such transaction, the “persons” (as defined above) who were Beneficial Owners of the Voting Stock of the Issuer immediately prior to such transaction Beneficially Own, directly or indirectly through one or more intermediaries, 50% or more of the total voting power of the Voting Stock of such other Person of whom the Issuer has become a Subsidiary;
provided, however, that, notwithstanding any provision in this Agreement to the contrary, the Range Merger shall not constitute a Change of Control.”
SECTION 2.13. Addition of Range Merger definition. Section 1.01 of the Base Indenture is hereby amended and supplemented to add the following definition of “Range Merger” in appropriate alphabetic sequence:
““Range Merger” means the acquisition of Memorial Resource Development Corp. by Range Resources Corporation, a Delaware corporation, pursuant to an Agreement and Plan of Merger, dated as of May 15, 2016, by and among Range Resources Corporation, Medina Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Range Resources Corporation, and Memorial Resource Development Corp., as such Agreement and Plan of Merger may be amended, supplemented or amended and restated.”
SECTION 2.14. Other Amendments to Sections 1.01 Definitions and Amendments to 1.02 Other Definitions. Section 1.01 of the Base Indenture is hereby amended by deleting all defined terms and related definitions in Section 1.01 of the Base Indenture that, after giving effect to the other amendments in this Second Supplemental Indenture, are not used in the Base Indenture; and Section 1.02 of the Base Indenture is hereby amended by deleting all defined terms referred to therein that, after giving effect to the other amendments in this Second Supplemental Indenture, are not used in the Base Indenture.
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ARTICLE III
MISCELLANEOUS
SECTION 3.01. Effectiveness. Notwithstanding that this Second Supplemental Indenture shall be effective upon the execution and delivery thereof by the parties hereto, this Second Supplemental Indenture shall become operative only upon the occurrence of all the following: (i) Range’s acceptance for exchange or purchase, as applicable, of all the Notes validly tendered (and not validly withdrawn) in the Offers, (ii) Range’s exchange of all of those accepted Notes tendered for exchange for the principal amount of New Notes and cash required under the terms of the Exchange Offer, (iii) Range’s payment of the cash consideration required under the terms of the Eligible Holders Cash Tender Offer and Concurrent Cash Tender Offer for all of those accepted Notes tendered for purchase in those Offers, (iii) the Company’s delivery of an Officers’ Certificate to the Trustee informing the Trustee of such acceptance, exchange and purchase and (iv) the consummation of the Range Merger (as defined in Section 2.13 hereof).
SECTION 3.02. Ratification. The Indenture, as amended by this Second Supplemental Indenture, is in all respects hereby ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.
SECTION 3.03. Successors. All agreements of the Company, the Subsidiary Guarantors and the Trustee in this Second Supplemental Indenture shall bind their respective successors.
SECTION 3.04. Severability. In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 3.05. Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed an original, but all of such counterparts shall together constitute but one and the same instrument.
SECTION 3.06. Governing Law. The internal law of the State of New York shall govern and be used to construe this Second Supplemental Indenture.
SECTION 3.07. Trustee. The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture. The recitals contained herein shall be taken as the statements of the Company and the Trustee assumes no responsibility for their correctness, except that the Trustee confirms receipt of the items stated in the recitals to have been provided to the Trustee by the Company in connection with the Company’s request that the Trustee join in the execution of this Second Supplemental Indenture.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the day and year first above written.
| MEMORIAL RESOURCE DEVELOPMENT CORP. | ||
| By: | /s/ Andrew J. Cozby | |
| Name: Andrew J. Cozby | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| GUARANTORS: | ||
| MEMORIAL RESOURCE FINANCE CORP. | ||
| By: | /s/ Andrew J. Cozby | |
| Name: Andrew J. Cozby | ||
| Title: Vice President and Chief Financial Officer | ||
| MRD OPERATING LLC | ||
| By: | Memorial Resource Development Corp., | |
| its sole member | ||
| By: | /s/ Andrew J. Cozby | |
| Name: Andrew J. Cozby | ||
| Title: Senior Vice President and Chief Financial Officer | ||
| LINCOLN MINERALS LLC | ||
| By: | Memorial Resource Development Corp., | |
| its sole member | ||
| By: | /s/ Andrew J. Cozby | |
| Name: Andrew J. Cozby | ||
| Title: Senior Vice President and Chief Financial Officer | ||
[Signature Page Continues]
Second Supplemental Indenture – 5.875% Senior Notes due 2022
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as Trustee | ||
| By: | /s/ Israel Lugo | |
| Name: Israel Lugo Title: Vice President | ||
Second Supplemental Indenture – 5.875% Senior Notes due 2022