SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Memorial Production Partners LP
(Name of Issuer)
Common units representing limited partnership interests
(Title of Class of Securities)
586048 100
(CUSIP Number)
John A. Weinzierl
Memorial Production Partners GP LLC
1301 McKinney, Suite 2100
Houston, Texas 77010
(713) 588-8300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 13, 2012
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.See § 240.13d-7(b) for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see the Notes).
| CUSIP No. 586048 100 | 13D |
| (1) | Names of reporting persons
Memorial Resource Development LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
AF/OO (1) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
7,061,294(2) | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
7,061,294(2) | |||||
| (10) | Shared dispositive power:
0 | |||||
(11) | Aggregate amount beneficially owned by each reporting person
7,061,294(2) | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
42.0% (2)(3) | |||||
(14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
| (1) | See Item 3 for additional information. |
| (2) | Memorial Resource Development LLC (“Memorial Resource”) also holds 5,360,912 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of common units subject to the terms and conditions of the Partnership Agreement (as defined herein). Memorial Resource may also be deemed to be the indirect beneficial owner of the 0.1% general partner interest in the Issuer. |
| (3) | See Item 5 for additional information. |
| CUSIP No. 586048 100 | 13D |
| (1) | Names of reporting persons
Natural Gas Partners VIII, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (1) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
7,061,294(2) | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
7,061,294(2) | |||||
(11) | Aggregate amount beneficially owned by each reporting person
7,061,294(2) | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
42.0% (2)(3) | |||||
(14) | Type of reporting person (see instructions)
PN | |||||
| (1) | See Item 3 for additional information. |
| (2) | Memorial Resource Development LLC (“Memorial Resource”) also holds 5,360,912 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of common units subject to the terms and conditions of the Partnership Agreement (as defined herein). Memorial Resource may also be deemed to be the indirect beneficial owner of the 0.1% general partner interest in the Issuer. Memorial Resource is owned by Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. NGP VIII owns an approximate 50.3% membership interest in Memorial Resource and, together with Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P., appoints all of the managers to the board of managers of Memorial Resource. NGP VIII may be deemed to share voting and dispositive power over the reported securities of Memorial Resource; thus, NGP VIII may also be deemed to be the beneficial owner of the reported securities of Memorial Resource. NGP VIII disclaims beneficial ownership of the reported securities of Memorial Resource in excess of its pecuniary interest in the securities. |
| (3) | See Item 5 for additional information. |
| CUSIP No. 586048 100 | 13D |
| (1) | Names of reporting persons
Natural Gas Partners IX, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (1) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
7,061,294(2) | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
7,061,294(2) | |||||
(11) | Aggregate amount beneficially owned by each reporting person
7,061,294(2) | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
42.0% (2)(3) | |||||
(14) | Type of reporting person (see instructions)
PN | |||||
| (1) | See Item 3 for additional information. |
| (2) | Memorial Resource Development LLC (“Memorial Resource”) also holds 5,360,912 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of common units subject to the terms and conditions of the Partnership Agreement (as defined herein). Memorial Resource may also be deemed to be the indirect beneficial owner of the 0.1% general partner interest in the Issuer. Memorial Resource is owned by Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. NGP IX owns an approximate 47.3% membership interest in Memorial Resource and, together with Natural Gas Partners VIII, L.P. and NGP IX Offshore Holdings, L.P., appoints all of the managers to the board of managers of Memorial Resource. NGP IX may be deemed to share voting and dispositive power over the reported securities of Memorial Resource; thus, NGP IX may also be deemed to be the beneficial owner of the reported securities of Memorial Resource. NGP IX disclaims beneficial ownership of the reported securities of Memorial Resource in excess of its pecuniary interest in the securities. |
| (3) | See Item 5 for additional information. |
| CUSIP No. 586048 100 | 13D |
| (1) | Names of reporting persons
NGP IX Offshore Holdings, L.P. | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (1) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
7,061,294(2) | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
7,061,294(2) | |||||
(11) | Aggregate amount beneficially owned by each reporting person
7,061,294(2) | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
42.0% (2)(3) | |||||
(14) | Type of reporting person (see instructions)
PN | |||||
| (1) | See Item 3 for additional information. |
| (2) | Memorial Resource Development LLC (“Memorial Resource”) also holds 5,360,912 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of common units subject to the terms and conditions of the Partnership Agreement (as defined herein). Memorial Resource may also be deemed to be the indirect beneficial owner of the 0.1% general partner interest in the Issuer. Memorial Resource is owned by Natural Gas Partners VIII, L.P., Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”). NGP IX Offshore owns an approximate 2.4% membership interest in Memorial Resource and, together with Natural Gas Partners VIII, L.P. and Natural Gas Partners IX, L.P., appoints all of the managers to the board of managers of Memorial Resource. NGP IX Offshore may be deemed to share voting and dispositive power over the reported securities of Memorial Resource; thus, NGP IX Offshore may also be deemed to be the beneficial owner of the reported securities of Memorial Resource. NGP IX Offshore disclaims beneficial ownership of the reported securities of Memorial Resource in excess of its pecuniary interest in the securities. |
| (3) | See Item 5 for additional information. |
| CUSIP No. 586048 100 | 13D |
| (1) | Names of reporting persons
Memorial Production Partners GP LLC | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (1) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
Delaware | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
0 | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
0 | |||||
(11) | Aggregate amount beneficially owned by each reporting person
0 | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
0.0% (2) | |||||
(14) | Type of reporting person (see instructions)
OO (Limited Liability Company) | |||||
| (1) | See Item 3 for additional information. |
| (2) | Memorial Production Partners GP LLC, the sole general partner of the Issuer (the “General Partner”), owns 22,222 general partner units representing a 0.1% general partner interest in the Issuer, as well as incentive distribution rights in the Issuer, entitling the General Partner to receive increasing percentages of quarterly distributions in excess of specified amounts. |
| CUSIP No. 586048 100 | 13D |
| (1) | Names of reporting persons
Kenneth A. Hersh | |||||
| (2) | Check the appropriate box if a member of a group (see instructions)
(a) ¨ (b) x | |||||
| (3) | SEC use only
| |||||
| (4) | Source of funds (see instructions)
OO (1) | |||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
¨ | |||||
| (6) | Citizenship or place of organization
United States of America | |||||
Number of shares beneficially owned by each reporting person with | (7) | Sole voting power:
0 | ||||
| (8) | Shared voting power:
7,061,294(2) | |||||
| (9) | Sole dispositive power:
0 | |||||
| (10) | Shared dispositive power:
7,061,294(2) | |||||
(11) | Aggregate amount beneficially owned by each reporting person
7,061,294(2) | |||||
(12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
¨ | |||||
(13) | Percent of class represented by amount in Row (11)
42.0% (2)(3) | |||||
(14) | Type of reporting person (see instructions)
IN | |||||
| (1) | See Item 3 for additional information. |
| (2) | Memorial Resource Development LLC (“Memorial Resource”) also holds 5,360,912 subordinated units representing limited partner interests in the Issuer, which may be converted into an equal number of common units subject to the terms and conditions of the Partnership Agreement (as defined herein). Memorial Resource may also be deemed to be the indirect beneficial owner of the 0.1% general partner interest in the Issuer. Natural Gas Partners VIII, L.P. (“NGP VIII”), Natural Gas Partners IX, L.P. (“NGP IX”) and NGP IX Offshore Holdings, L.P. (“NGP IX Offshore”) own Memorial Resource and appoint all of the managers to the board of managers of Memorial Resource. NGP VIII, NGP IX and NGP IX Offshore may be deemed to share voting and dispositive power over the reported securities; thus, each may also be deemed to be the beneficial owner of the reported securities of Memorial Resource. Each of NGP VIII, NGP IX and NGP IX Offshore disclaims beneficial ownership of the reported securities in excess of such entity’s respective pecuniary interest in the securities. Kenneth A. Hersh, one of the directors of the Issuer’s general partner and who is an Authorized Member of the ultimate general partners of NGP VIII, NGP IX and NGP IX Offshore, may also be deemed to share the power to vote, or to direct the vote, and to dispose, or to direct the disposition, of those units. |
| (3) | See Item 5 for additional information. |
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to Schedule 13D filed on December 14, 2011 (the “Schedule 13D”) with the Securities and Exchange Commission (the “Commission”) relates to the common units (“Common Units”) representing limited partner interests in Memorial Production Partners LP, a Delaware limited partnership (the “Issuer”). The total number of Common Units reported as beneficially owned in this Amendment is 7,061,294, which constitutes approximately 42.0% of the total number of Common Units outstanding. The beneficial ownership of the Reporting Persons (defined below) reported in this Amendment is calculated based on the outstanding number of Common Units on April 30, 2012, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on May 15, 2012, or 16,842,175 Common Units. The Schedule 13D is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment (as so amended and supplemented, this “Schedule 13D/A”). Unless set forth below, all previous Items of the Schedule 13D are unchanged. Capitalized terms used herein which are not defined herein have the meanings set forth in the Schedule 13D.
Item 1. Security and Issuer.
This Item 1 shall be deemed to amend and restate Item 1 in its entirety:
This Amendment relates to the Common Units representing limited partner interests in the Issuer. The principal executive offices of the Issuer are located at 1301 McKinney, Suite 2100, Houston, Texas 77010. The total number of Common Units reported as beneficially owned in this Schedule 13D/A is 7,061,294, which constitutes approximately 42.0% of the total number of Common Units outstanding on April 30, 2012, as reported by the Issuer in its quarterly report on Form 10-Q filed with the Commission on May 15, 2012, or 16,842,175 Common Units. In addition, certain of the Reporting Persons beneficially own subordinated units in the Issuer, which are convertible on a one-to-one basis into Common Units as described in Item 6. The Common Units and subordinated units each represent limited partner interests in the Issuer.
Item 2. Identity and Background.
This Item 2(b) shall be deemed to amend and restate Item 2(b) in its entirety:
| (b) | The address of the principal business office of each of the Reporting Persons is as follows: |
| (i) | Memorial Resource | 1301 McKinney, Suite 2100 Houston, Texas 77010 | ||
| (ii) | NGP VIII | 125 E. John Carpenter Freeway, Suite 600 Irving, Texas 75062 | ||
| (iii) | NGP IX | 125 E. John Carpenter Freeway, Suite 600 Irving, Texas 75062 | ||
| (iv) | NGP IX Offshore | 125 E. John Carpenter Freeway, Suite 600 Irving, Texas 75062 | ||
| (v) | General Partner | 1301 McKinney, Suite 2100 Houston, Texas 77010 | ||
| (vi) | Kenneth A. Hersh | 125 E. John Carpenter Freeway, Suite 600 Irving, Texas 75062 | ||
Item 5. Interest in Securities of the Issuer.
This Item 5 shall be deemed to amend and restate Item 5 in its entirety:
(a)-(b) The aggregate number and percentage of Common Units beneficially owned by the Reporting Persons (on the basis of a total of 16,842,175 Common Units issued and outstanding as of the closing of the Offering) are as follows:
| (i) | Memorial Resource is the sole record owner of, and has the sole power to vote and dispose of 7,061,294 Common Units (42.0%). Memorial Resource is also sole record owner of 5,360,912 subordinated units which are convertible into an equal number of Common Units upon satisfaction of the conditions in the Partnership Agreement. Memorial Resource may also be deemed to be the indirect beneficial owner of the 0.1% general partner interest in the Issuer and incentive distribution rights in the Issuer by virtue of being the sole member of the General Partner. |
| (ii) | NGP VIII, NGP IX and NGP IX Offshore do not directly own any Common Units. NGP VIII, NGP IX and NGP IX Offshore own an approximate 50.3%, 47.3% and 2.4% interest, respectively, in Memorial Resource. By virtue of owning Memorial Resource, each of NGP VIII, NGP IX and NGP IX Offshore may be deemed to possess shared voting and dispositive powers with respect to those units held by Memorial Resource, representing 7,061,294 Common Units (42.0%). |
| (iii) | The General Partner does not directly own any Common Units. The General Partner owns (i) the 0.1% general partner interest in the Issuer and (ii) the incentive distribution rights in the Issuer. |
| (iv) | Kenneth A. Hersh does not directly own any Common Units. Mr. Hersh is a member of the board of directors of the General Partner. Mr. Hersh is also an Authorized Member of the ultimate general partners of NGP VIII, NGP IX and NGP IX Offshore and thus may be deemed to possess shared voting and dispositive powers with respect to those units held by Memorial Resource, representing 7,061,294 Common Units (42.0%) that are attributable to NGP VIII, NGP IX and NGP IX Offshore. |
The above Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interests therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owner of the reported securities for purposes of Section 16 or for any other purpose.
(c) There have been no reportable transactions with respect to the Common Units within the last 60 days by the Reporting Persons.
(d) The Reporting Persons have the right to receive distributions from, and the proceeds from the sale of, the respective Common Units reported by such persons on the cover pages of this Schedule 13D/A and in this Item 5. See Schedule A for the information applicable to the Listed Persons. Except for the foregoing and the cash distribution described in Item 6 below, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Common Units beneficially owned by the Reporting Persons or, to the Reporting Persons’ knowledge, the Listed Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
This Item 6 shall be deemed to amend and supplement Item 6:
Credit Agreement
On July 13, 2012, Memorial Resource, as borrower, entered into a Credit Agreement with Wells Fargo Bank, National Association, as administrative agent (the “Administrative Agent”), and the lenders party thereto (the “Credit Agreement”). Pursuant to the terms of the Credit Agreement, Memorial Resource may borrow, repay and reborrow loans, up to a maximum credit amount of $50,000,000.00, which loans shall, unless earlier terminated, mature on July 13, 2014. Memorial Resource, and the General Partner, as a guarantor, further agreed to grant to the Administrative Agent, pursuant to a security agreement, a perfected, first-priority security interest in all of their issued and outstanding Common Units and subordinated units of the Issuer.
References to, and descriptions of, the Credit Agreement as set forth in this Item 6 are qualified in their entirety by reference to the Credit Agreement, filed as Exhibit G hereto, which is incorporated in its entirety in this Item 6.
Item 7. Material to be filed as Exhibits.
This Item 7 shall be deemed to amend and restate Item 7 in its entirety:
| Exhibit A | Joint Filing Agreement among the Reporting Persons, dated December 19, 2011 (filed as Exhibit A to Schedule 13D filed with the Commission on December 19, 2011) | |
| Exhibit B | First Amended and Restated Agreement of Limited Partnership of Memorial Production Partners LP (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit C | Amended and Restated Limited Liability Company Agreement of Memorial Production Partners GP LLC (attached as Exhibit 3.2 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit D | Contribution, Conveyance and Assumption Agreement by and among Memorial Resource Development LLC, BlueStone Natural Resources Holdings, LLC, BlueStone Natural Resources, LLC, Memorial Production Partners GP LLC, Memorial Production Partners LP, and Memorial Production Operating LLC (attached as Exhibit 10.4 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit E | Purchase and Sale Agreement by and among Memorial Resource Development LLC, Classic Hydrocarbons Holdings, L.P., Classic Hydrocarbons Operating, LLC, Craton Energy Holdings III, LP, Memorial Production Partners GP LLC, Memorial Production Partners LP, and Memorial Production Operating LLC (attached as Exhibit 10.5 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit F | Contribution, Conveyance and Assumption Agreement by and among Memorial Resource Development LLC, WHT Energy Partners LLC, Memorial Production Partners GP LLC, Memorial Production Partners LP, and Memorial Production Operating LLC (attached as Exhibit 10.6 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit G | Credit Agreement, dated as of July 13, 2012, among Memorial Resource Development LLC, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (filed herewith) | |
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.
Dated: July 17, 2012
| MEMORIAL RESOURCE DEVELOPMENT LLC | ||
| By: | /s/ John A. Weinzierl | |
| John A. Weinzierl | ||
| President and Chief Executive Officer | ||
| NATURAL GAS PARTNERS VIII, L.P. | ||
| By: G.F.W. Energy VIII, L.P., its general partner | ||
By: GFW VIII, L.L.C., its general partner | ||
| By: | /s/ Kenneth A. Hersh | |
| Kenneth A. Hersh | ||
| Authorized Member | ||
| NATURAL GAS PARTNERS IX, L.P. | ||
| By: G.F.W. Energy IX, L.P., its general partner | ||
By: GFW IX, L.L.C., its general partner | ||
| By: | /s/ Kenneth A. Hersh | |
| Kenneth A. Hersh | ||
| Authorized Member | ||
| NGP IX OFFSHORE HOLDINGS, L.P. | ||
| By: G.F.W. Energy IX, L.P., its general partner | ||
By: GFW IX, L.L.C., its general partner | ||
| By: | /s/ Kenneth A. Hersh | |
| Kenneth A. Hersh | ||
| Authorized Member | ||
| MEMORIAL PRODUCTION PARTNERS GP LLC | ||
| By: | /s/ John A. Weinzierl | |
John A. Weinzierl President and Chief Executive Officer | ||
/s/ Kenneth A. Hersh | ||
| Kenneth A. Hersh | ||
Exhibit Index
| Exhibit A | Joint Filing Agreement among the Reporting Persons, dated December 19, 2011 (filed as Exhibit A to Schedule 13D filed with the Commission on December 19, 2011) | |
| Exhibit B | First Amended and Restated Agreement of Limited Partnership of Memorial Production Partners LP (attached as Exhibit 3.1 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit C | Amended and Restated Limited Liability Company Agreement of Memorial Production Partners GP LLC (attached as Exhibit 3.2 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit D | Contribution, Conveyance and Assumption Agreement by and among Memorial Resource Development LLC, BlueStone Natural Resources Holdings, LLC, BlueStone Natural Resources, LLC, Memorial Production Partners GP LLC, Memorial Production Partners LP, and Memorial Production Operating LLC (attached as Exhibit 10.4 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit E | Purchase and Sale Agreement by and among Memorial Resource Development LLC, Classic Hydrocarbons Holdings, L.P., Classic Hydrocarbons Operating, LLC, Craton Energy Holdings III, LP, Memorial Production Partners GP LLC, Memorial Production Partners LP, and Memorial Production Operating LLC (attached as Exhibit 10.5 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit F | Contribution, Conveyance and Assumption Agreement by and among Memorial Resource Development LLC, WHT Energy Partners LLC, Memorial Production Partners GP LLC, Memorial Production Partners LP, and Memorial Production Operating LLC (attached as Exhibit 10.6 to the Issuer’s current report on Form 8-K (File No. 001-35364) filed with the Commission on December 15, 2011 and incorporated herein in its entirety by reference) | |
| Exhibit G | Credit Agreement, dated as of July 13, 2012, among Memorial Resource Development LLC, as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the Lenders party thereto (filed herewith) | |
Schedule A
This Schedule A shall be deemed to amend and restate Schedule A in its entirety:
The following individuals are members of the Authorized Members of GFW VIII, L.L.C., the sole member of G.F.W. Energy VIII, L.P., the general partner of Natural Gas Partners VIII, L.P.: Kenneth A. Hersh, William J. Quinn and David R. Albin. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States of America. The business address of such individuals is c/o Natural Gas Partners VIII, L.P., 125 E. John Carpenter Freeway, Suite 600, Irving, TX 75062.
The following individuals are members of the Authorized Members of GFW IX, L.L.C., the sole member of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P.: Kenneth A. Hersh, William J. Quinn and David R. Albin. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals is a citizen and resident of the United States of America. The business address of such individuals is c/o Natural Gas Partners IX, L.P., 125 E. John Carpenter Freeway, Suite 600, Irving, TX 75062.
The following individuals are members of the board of managers of Memorial Resource Development LLC: John A. Weinzierl, Kenneth A. Hersh, Scott A. Gieselman and Tony R. Weber. The following individuals are officers of Memorial Resource Development LLC: John A. Weinzierl, Andrew J. Cozby, Patrick T. Nguyen, Kyle N. Roane, Gregory M. Robbins and Larry R. Forney. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals except Kyle N. Roane is a citizen and resident of the United States of America. Kyle N. Roane is a citizen of Canada and a permanent resident of the United States of America. The business address of such individuals is c/o Memorial Resource Development LLC, 1301 McKinney, Suite 2100, Houston, TX 77010.
The following individuals are members of the board of directors of Memorial Production Partners GP LLC: John A. Weinzierl, Jonathan M. Clarkson, Kenneth A. Hersh, P. Michael Highum, Scott A. Gieselman and Tony R. Weber. The following individuals are officers of Memorial Production Partners GP LLC: John A. Weinzierl, Andrew J. Cozby, Patrick T. Nguyen, Kyle N. Roane, Gregory M. Robbins and Larry R. Forney. Such individuals expressly disclaim any such beneficial ownership of the Common Units. Each of these individuals except Kyle N. Roane is a citizen and resident of the United States of America. Kyle N. Roane is a citizen of Canada and a permanent resident of the United States of America. The business address of such individuals is c/o Memorial Production Partners GP LLC, 1301 McKinney, Suite 2100, Houston, TX 77010.
