MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

First Amendment to Notes Forbearance

As previously disclosed on December 1, 2016, on November 30,
2016, Memorial Production Partners LP (the Partnership) entered
into (i) a Forbearance (the 2021 Notes Forbearance) among the
Partnership, Memorial Production Finance Corporation, a Delaware
corporation (Finance Corp), certain guarantors party thereto, and
certain beneficial owners and/or investment advisors or managers
of discretionary accounts for the holders or beneficial owners
(the 2021 Holders) of 51.7% of the aggregate principal amount of
the Partnerships 7.625% senior notes due 2021 (the 2021 Notes)
and (ii)a Forbearance (the 2022 Notes Forbearance and, together
with the 2021 Notes Forbearance, the Forbearances) among the
Partnership, Finance Corp, certain guarantors party thereto, and
certain beneficial owners and/or investment advisors or managers
of discretionary accounts for the holders or beneficial owners
(the 2022 Holders) of 69% of the aggregate principal amount of
the Partnerships 6.875% senior notes due 2022 (the 2022 Notes).

The 2021 Notes were issued to that certain Indenture, dated as of
April17, 2013 (as subsequently amended, modified or supplemented,
the 2021 Indenture), among the Partnership, Finance Corp, the
guarantors party thereto and Wilmington Trust National
Association, as successor trustee (the Trustee). The 2022 Notes
were issued to that certain Indenture, dated as of July17, 2014
(as subsequently amended, modified or supplemented, the 2022
Indenture), among the Partnership, Finance Corp, the guarantors
party thereto and the Trustee.

to each Forbearance, among other provisions, each 2021 Holder and
2022 Holder agreed that during the Forbearance Period (as defined
in each Forbearance), subject to certain conditions, it will not
enforce, or otherwise take any action to direct enforcement of,
any of the rights and remedies available to the 2021 Holders, the
2022 Holders or the Trustee, as applicable, solely with respect
to the failure to make the interest payment due on November1,
2016 on the 2021 Notes, and the subsequent default for 30days in
such payment, which constitutes an event of default under the
2021 Indenture (the Interest Default) and may result in a cross
default under the 2022 Indenture (the Cross Default).

On December7, 2016, the Partnership, Finance Corp and certain
guarantors party thereto entered into (i)a First Amendment to the
2021 Notes Forbearance with the 2021 Holders listed therein (the
2021 First Amendment) and (ii)a First Amendment to the 2022 Notes
Forbearance with the 2022 Holders listed therein (the 2022 First
Amendment and, together with the 2021 First Amendment, the
Amendments). The Amendments, among other things, extend the
forbearance period under the applicable Forbearance until the
earliest to occur of (a)11:59p.m. (New York City time) on
December16, 2016, (b)the occurrence of any event of default under
the applicable indenture, other than the Interest Default or the
Cross Default, as applicable, and (c)two (2)calendar days
following the Partnerships receipt of notice from any 2021 Holder
or 2022 Holder of any breach of the conditions or agreements set
forth in the 2021 Notes Forbearance or the 2022 Notes Forbearance
(which breach remains uncured).

A copy of each of the 2021 First Amendment and the 2022 First
Amendment is filed as Exhibit10.1 and Exhibit10.2 hereto,
respectively, and incorporated herein by reference. The above
description of the Amendments is qualified in its entirety by the
full text of such exhibits.

Item 7.01.Regulation FD Disclosure.

On December 8, 2016, the Partnership issued a press release
announcing entry into the Amendments, as described in Item1.01 of
this Current Report on Form8-K. A copy of the press release is
furnished as Exhibit99.1 hereto.

The information in this Item7.01, including the attached
Exhibit99.1 is being furnished to General Instruction B.2 of
Form8-K and shall not be deemed to be filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, and is not
incorporated

by reference into any Partnership filing under the Securities Act
of 1933, as amended, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits.

About MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP)