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

Item1.01 Entry into a Material Definitive Agreement.

Plan Support Agreement

On December22, 2016, Memorial Production Partners LP (the
Partnership) and certain of its subsidiaries (together with the
Partnership, the Memorial Parties) entered into a Plan Support
Agreement (the PSA) with holders of over 50.2% in the aggregate
(the Consenting Noteholders) of the aggregate outstanding
principal amount of the Partnerships 7.625% Senior Notes due 2021
(the 2021 Notes) and the Partnerships 6.875% Senior Notes due
2022 (together with the 2021 Notes, the Unsecured Notes). Under
the PSA, each of the Consenting Noteholders agreed to, among
other things: (i)vote any claim it holds against the Memorial
Parties to accept the proposed Plan (as defined below), (ii)not
change or withdraw (or cause to be changed or withdrawn) its vote
to accept the Plan, (iii)not (A)object to, delay, impede, or take
any other action to interfere with acceptance or implementation
of the Plan, (B)directly or indirectly solicit, encourage,
propose, file, support, participate in the formulation of or vote
for, any restructuring, sale of assets, merger, workout, or plan
of reorganization for any of the Memorial Parties other than the
Plan, or (C)otherwise take any action that would interfere with,
delay, or postpone the consummation of the restructuring and
(iv)subject to certain exceptions, limit its ability to transfer
its Unsecured Notes.

Under the PSA, the Memorial Parties agreed to, among other
things: (i)act in good faith and use commercially reasonable
efforts to support and complete successfully the solicitation of
votes to obtain sufficient acceptances of the Plan (the
Solicitation) in accordance with the terms of the PSA; (ii)do all
things reasonably necessary and appropriate in furtherance of
confirming the Plan and consummating the restructuring in
accordance and within the time frames contemplated by the PSA;
(iii)not take any action directly or indirectly that is
inconsistent with, or that would reasonably be expected to
prevent, interfere with, delay or impede the approval of the
disclosure statement in respect of the Plan (the Disclosure
Statement), the Solicitation, and the confirmation and
consummation of the Plan and the restructuring, including
soliciting any alternative transactions; and (iv)provide draft
copies of all material motions, applications, and other documents
that the Memorial Parties intend to file with the Bankruptcy
Court (as defined below) to the Consenting Noteholders counsel,
if reasonably practicable and applicable, at least two
(2)calendar days prior to the date when the Memorial Parties
intend to file any such motion, application or document (and, if
not reasonably practicable, as soon as reasonably practicable
before filing) and consult in good faith with such counsel
regarding the form and substance of any such proposed filing.
Bankruptcy Court means the United States Bankruptcy for the
Southern District of Texas or, with the consent of the Requisite
Creditors (as defined in the PSA), any other jurisdiction that
the Memorial Parties choose.

The PSA is terminable by the Consenting Noteholders or the
Memorial Parties upon the occurrence of certain events. With
respect to the Consenting Noteholders, the termination provisions
include several milestone dates, including, among other things,
with respect to: (i)a failure by the Memorial Parties to commence
Chapter 11 proceedings and file the Plan, the Disclosure
Statement and a motion for approval of the Plan and the
Disclosure Statement; (ii)a failure by the Bankruptcy Court to
enter an order approving the Disclosure Statement; and (iii)a
failure by the Bankruptcy Court to enter an order confirming the
Plan. Among other termination rights held by the Memorial
Parties, the PSA provides that the Memorial Parties may terminate
the PSA if, at any time on or after December30, 2016, the
Consenting Noteholders do not beneficially own or control a
sufficient amount of Unsecured Notes to constitute at least 66
and 2/3% of the outstanding principal amount of outstanding
Unsecured Notes. The PSA may also be terminated by mutual
agreement of the Memorial Parties and the Requisite Noteholders.

A copy of the PSA is filed as Exhibit 10.1 hereto and is
incorporated herein by reference. The above description of the
PSA is qualified in its entirety by the full text of such
exhibit. It is expected that the Partnership and certain of its
subsidiaries will commence the Chapter 11 proceedings by
January16, 2017.

Proposed Joint Chapter 11 Plan of Reorganization

to the PSA, the Memorial Parties and the Consenting Noteholders
have agreed to undertake a financial restructuring of the
Memorial Parties, to be effected through a prepackaged or
prenegotiated plan of reorganization (the Plan). to the terms of
the Plan, which will be subject to approval of the Bankruptcy
Court, it is anticipated that, among other things, on the
effective date of the Plan (the Effective Date):

The restructuring will be structured in a manner intended to
minimize, to the extent possible, the negative tax impact of
cancellation of debt income to the Partnerships existing limited
partners. The Partnership expects to emerge from a financial
restructuring plan as a corporation for U.S. federal income tax
purposes.

As previously disclosed, the Partnership has been engaged in
discussions with certain holders of its debt regarding a
restructuring of the Partnerships capital structure (the
Transaction). In connection with these discussions, the
Partnership provided the financial forecasts (collectively, the
projections) and other information included in Exhibit 99.1
hereto to certain debt holders in November and December 2016. The
Partnership and these debt holders are parties to confidentiality
agreements and the disclosure herein is being made in accordance
with the terms of such confidentiality agreements. The
projections and other information are included herein only
because they were provided to such debt holders. The projections
were not prepared with a view toward public disclosure or
compliance with the published guidelines of the Securities and
Exchange Commission (SEC) or the guidelines established by the
American Institute of Certified Public Accountants regarding
projections or forecasts. The projections do not purport to
present the Partnerships financial condition in accordance with
accounting principles generally accepted in the United States.
The Partnerships independent accountants have not examined,
compiled or otherwise applied procedures to the projections and,
accordingly, do not express an opinion or any other form of
assurance with respect to the

projections. The projections were prepared for internal use,
capital budgeting and other management decisions and are
subjective in many respects. The projections reflect numerous
assumptions made by management of the Partnership with respect to
financial condition, business and industry performance, general
economic, market and financial conditions, and other matters, all
of which are difficult to predict, and many of which are beyond
the Partnerships control. Accordingly, there can be no assurance
that the assumptions made in preparing the projections will prove
accurate. It is expected that there will be differences between
actual and projected results, and the differences may be
material, including due to the occurrence of unforeseen events
occurring subsequent to the preparation of the projections. The
inclusion of the projections therein should not be regarded as an
indication that the Partnership or its affiliates or
representatives consider the projections to be a reliable
prediction of future events, and the projections should not be
relied upon as such. Neither the Partnership nor any of its
affiliates or representatives has made or makes any
representation to any person regarding the ultimate outcome of
the Partnerships potential restructuring, refinancing or
recapitalization or ultimate performance of the Partnership or
its affiliates compared to the projections, and none of them
undertakes any obligation to publicly update the projections to
reflect circumstances existing after the date when the
projections were made or to reflect the occurrence of future
events, even in the event that any or all of the assumptions
underlying the projections are shown to be in error.

On December23, 2016, the Partnership issued a press release
announcing the signing of the PSA, as described in Item1.01 of
this Current Report on Form 8-K. A copy of the press release is
furnished as Exhibit 99.2 and is incorporated into this Item7.01
of this Current Report on Form 8-K by reference.

The information in this Item7.01 of this Current Report on Form
8-K, including the attached Exhibit 99.1 and Exhibit 99.2, is
being furnished to General Instruction B.2 of Form 8-K and shall
not be deemed to be filed for purposes of Section18 of the
Securities Exchange Act of 1934, as amended, is not subject to
the liabilities of that section and is not deemed incorporated by
reference in any of the Partnerships filings under the Securities
Act of 1933, as amended, unless specifically identified therein
as being incorporated therein by reference.

Item8.01. Other Events.

The Partnership cautions that trading in the Partnerships
securities during the pendency of the anticipated Chapter 11
proceedings is highly speculative and poses substantial risks.
Trading prices for the Partnerships securities may bear little or
no relationship to the actual recovery, if any, by holders of the
Partnerships securities in the anticipated Chapter 11
proceedings.

Cautionary Note Regarding Forward-Looking
Statements.

This Current Report on Form 8-K includes forward-looking
statements. All statements, other than statements of historical
facts, included in this Current Report on Form 8-K that address
activities, events or developments that the Partnership expects,
believes or anticipates will or may occur in the future are
forward-looking statements. Terminology such as will, would,
should, could, expect, anticipate, plan, project, intend,
estimate, believe, target, continue, potential, the negative of
such terms or other comparable terminology are intended to
identify forward-looking statements. These statements include,
but are not limited to, statements about financial restructuring
or strategic alternatives and the Partnerships expectations of
plans, goals, strategies (including measures to implement
strategies), objectives and anticipated results with respect
thereto. These statements are based on certain assumptions made
by the Partnership based on its experience and perception of
historical trends, current conditions, expected future
developments and other factors it believes are appropriate in the
circumstances, but such assumptions may prove to be inaccurate.
Such statements are also subject to a number of risks and
uncertainties, many of which are beyond the control of the
Partnership, which may cause the Partnerships actual results to
differ materially from those implied or expressed by the
forward-looking statements. These include risks and uncertainties
relating to, among other things: the ability to confirm and
consummate the restructuring plan in accordance with the terms of
the PSA, including on the time frame contemplated therein; the
bankruptcy process, including the effects thereof on Partnerships
business and on the interests of various constituents, the length
of time that the Partnership may be required to operate in
bankruptcy and the continued availability of operating capital
during the pendency of such proceedings; third party motions in
any bankruptcy case, which may interfere with the ability to
confirm

and consummate a plan of reorganization; the potential adverse
effects of bankruptcy proceedings on the Partnerships liquidity
or results of operations; increased costs to execute the
financial restructuring; the Partnerships efforts to reduce
leverage; the Partnerships level of indebtedness including its
ability to satisfy its debt obligations; risks related to the
Partnerships ability to generate sufficient cash flow, to make
payments on its obligations and to execute its business plan or
the PSA; the Partnerships ability to access funds on acceptable
terms, if at all, because of the terms and conditions governing
the Partnerships indebtedness or otherwise; the uncertainty of
the impact that any financial restructuring implemented will have
on the market for the Partnerships publicly traded securities;
tax consequences of business transactions; and changes in
commodity prices and hedge positions and the risk that the
Partnerships hedging strategy may be ineffective or may reduce
its income. Please read the Partnerships filings with the SEC,
including Risk Factors in the Partnerships Annual Report on Form
10-K, and if applicable, the Partnerships Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K, which are available on
the Partnerships Investor Relations website at
http://investor.memorialpp.com/sec.cfm or on the SECs website at
http://www.sec.gov, for a discussion of risks and uncertainties
that could cause actual results to differ from those in such
forward-looking statements. You are cautioned not to place undue
reliance on these forward-looking statements, which speak only as
of the date of this Current Report on Form 8-K. All
forward-looking statements in this Current Report on Form 8-K are
qualified in their entirety by these cautionary statements.
Except as required by law, the Partnership undertakes no
obligation and does not intend to update or revise any
forward-looking statements, whether as a result of new
information, future results or otherwise.

Item9.01. Financial Statements and Exhibits.

(d)Exhibits.

About MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP)