Memorial Production Partners LP – Stockholders Agreement (May 5th, 2017)
THIS STOCKHOLDERS AGREEMENT (this Agreement), dated as of May 4, 2017, is entered into by and among (i) Amplify Energy Corp., a Delaware corporation (the Company), (ii) Amplify Energy Contribution LLC A, (iii) Amplify Energy Contribution LLC B, (iv) Amplify Energy Contribution LLC C, (v) Amplify Energy Contribution LLC D, (vi) Amplify Energy Contribution LLC E (the parties in (ii) (vi), collectively, the Contribution LLCs and each a Contribution LLC), (vii) each of the persons listed on Annex A hereto (the Unsecured Noteholders), and (viii) any other Person who shall at any time be a party to or bound by this Agreement (each such Person, together with the Contribution LLCs and Unsecured Noteholders, the Holders) as a result of the execution and delivery to the Company of a Joinder substantially in the form attached as Annex B (a Joinder), in accordance with the terms hereof.
Memorial Production Partners LP – Amplify Energy Corp. Amended and Restated Key Employee Incentive Plan (May 5th, 2017)
This Amended and Restated Key Employee Incentive Plan (the Plan) amends and restates the Memorial Production Partners LP Key Employee Incentive Plan that was established by MEMP in October 2016 (the Prior Plan).
Memorial Production Partners LP – Memorial Production Partners LP Key Employee Incentive Plan (March 10th, 2017)
Memorial Production Partners LP – [Letterhead] (March 10th, 2017)
As you are aware, Memorial Production Partners LP (the "Partnership") is working with its advisors and key constituencies towards a potential Restructuring Transaction. During this time, it is anticipated that you will serve a critical function and will be intimately involved in a number of key tasks necessary towards completion of this goal, including, without limitation, assisting in the formulation and completion of a business plan for the Partnership, developing a comprehensive strategy for achieving cost and pricing adjustments from the Partnership's vendors and suppliers, assisting with the formulation of a consensual balance sheet restructuring with the Partnership's principle debtholders, and solicitation and consummation of the Restructuring Transaction. In recognition of your continuing key role and service at the Partnership, Memorial Production Partners GP LLC and MEMP Services LLC (collectively, the "Company"), you shall be incentivized to perform these critical tasks upo
Memorial Production Partners LP – Plan Support Agreement (January 17th, 2017)
This PLAN SUPPORT AGREEMENT (together with the exhibits and annexes attached hereto, which are incorporated herein by reference, as amended, supplemented, or otherwise modified from time to time, this Plan Support Agreement) dated January 13, 2017 is made between:
Memorial Production Partners LP – Amendment to Plan Support Agreement (January 17th, 2017)
The Memorial Parties and the Consenting Noteholders holding at least a majority of the outstanding principal amount of the Unsecured Notes held by Consenting Noteholders as of the date hereof (the Requisite Noteholders) are referred to herein together as the Amendment Parties. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan Support Agreement (as defined below).
Memorial Production Partners LP – Plan Support Agreement (December 23rd, 2016)
This PLAN SUPPORT AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this Plan Support Agreement) dated December 22, 2016 is made between: