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 pursuant to that certain Indenture, dated as of April 17, 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 pursuant to that certain Indenture,
dated as of July 17, 2014 (as subsequently amended, modified or supplemented, the 2022 Indenture), among the Partnership, Finance Corp, the guarantors party thereto and the Trustee.
Pursuant 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 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).
On December 7, 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) 11:59 p.m. (New York City time) on December 16, 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 Exhibit 10.1 and
Exhibit 10.2 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.