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

Item1.01 Entry into a Material Definitive Agreement.

First Amendment to Limited Waiver

As previously disclosed on November 1, 2016, in connection with
the interest payment default on the 2021 Notes (as defined
below), Memorial Production Partners LP (the Partnership),
Memorial Production Operating LLC (Operating LLC), certain
subsidiaries of the Partnership, Wells Fargo Bank, National
Association, as administrative agent for the Lenders (the
Administrative Agent), and the lenders consenting thereto,
entered into the Limited Waiver and Twelfth Amendment thereto (as
amended, the Limited Waiver) with respect to the Credit
Agreement, dated as of December 14, 2011, by and among the
Partnership, the Operating LLC, the Administrative Agent and the
other agents and lenders party thereto from time to time.

On November 30, 2016, the Partnership entered into the First
Amendment to Limited Waiver (the Waiver Amendment), which extends
the outside date of the limited waiver period under the Limited
Waiver from November 30, 2016 to December 16, 2016.

A copy of the Waiver Amendment is filed as Exhibit 10.1 hereto
and incorporated herein by reference. The above description of
the Waiver Amendment is qualified in its entirety by the full
text of such exhibit.

Notes Forbearance

On November 30, 2016, 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
April 17, 2013 (as subsequently amended, modified or
supplemented, the 2021 Indenture), among the Partnership, 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, 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
below), 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, including, without
limitation, any action to accelerate, or join in any request for
acceleration of, the 2021 Notes or the 2022 Notes, solely with
respect to the failure to make the interest payment due on
November 1, 2016 on the 2021 Notes, and the subsequent default
for 30 days 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). The Forbearance Period begins on November 30, 2016 and
ends on the earliest to occur of (a)11:59p.m. (New York City
time) on December7, 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 Notes Forbearance and the 2022 Notes
Forbearance is filed as Exhibit 10.2 and Exhibit 10.3 hereto,
respectively, and incorporated herein by reference. The above
description of the 2021 Notes Forbearance and the 2022 Notes
Forbearance is qualified in its entirety by the full text of such
exhibits.

On December 1, 2016, the Partnership issued a press release
announcing entry into the Waiver Amendment, the 2021 Notes
Forbearance and the 2022 Notes Forbearance, as described in Item
1.01 of this Current Report on Form 8-K. A copy of the press
release is furnished as Exhibit 99.1 hereto.

The information in this Item 7.01, including the attached Exhibit
99.1 is being furnished to General Instruction B.2 of Form 8-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.

(d) Exhibits.

About MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP)

Memorial Production Partners LP (the Partnership) owns, acquires and exploits oil and natural gas properties in North America. The Partnership is owned by its limited partners and general partner. Its general partner is responsible for managing all of the Partnership’s operations and activities. The Partnership operates in the acquisition, exploitation, development and production of oil and natural gas properties segment. Its business activities are conducted through Memorial Production Operating LLC (OLLC) and its wholly owned subsidiaries. Its assets consist primarily of producing oil and natural gas properties, and are located in East Texas/Louisiana, Rockies, Offshore Southern California, Permian Basin and South Texas. Most of its oil and natural gas properties are located in oil and natural gas reservoirs with geologic characteristics and production profiles and capital requirements.

MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP) Recent Trading Information

MEMORIAL PRODUCTION PARTNERS LP (NASDAQ:MEMP) closed its last trading session down -0.525 at 0.565 with 5,078,324 shares trading hands.