AMENDMENT TOPLAN SUPPORT AGREEMENT
Exhibit 10.2
EXECUTION COPY
AMENDMENT TO PLAN SUPPORT AGREEMENT
This AMENDMENT (this Amendment) dated January 12, 2017 is entered into between:
(a) | Memorial Production Partners LP (Memorial Parent) on behalf of itself and each of its subsidiaries listed hereto (each, a Memorial Party and collectively, the Memorial Parties), including Memorial Production Finance Corporation (MPFC); and |
(b) | the undersigned beneficial holders, or investment advisers or managers for the account of beneficial holders, of the (i) 6.875% Senior Unsecured Notes due 2022 (the 6.875% Senior Unsecured Notes) issued under that certain indenture dated as of July 17, 2014, between Memorial Parent and MPFC, as issuers, each of the guarantors party thereto, and Wilmington Trust, National Association, as successor trustee, together with their respective successors and permitted assigns and any holder of 6.875% Senior Unsecured Notes that subsequently becomes a party to the Plan Support Agreement (as defined below) in accordance with the terms thereof (collectively, the Consenting 6.875% Senior Unsecured Noteholders), and (ii) 7.625% Senior Unsecured Notes due 2021 (the 7.625% Senior Unsecured Notes and, together with the 6.875% Senior Unsecured Notes, the Unsecured Notes) issued under that certain indenture dated as of April 17, 2013, between Memorial Parent and MPFC, as issuers, each of the guarantors party thereto, and Wilmington Trust, National Association, as successor trustee, together with their respective successors and permitted assigns and any holder of 7.625% Senior Unsecured Notes that subsequently becomes a party to the Plan Support Agreement (as defined below) in accordance with the terms hereof (collectively, the Consenting 7.625% Senior Unsecured Noteholders and, together with the Consenting 6.875% Senior Unsecured Noteholders, the Consenting Noteholders) that are members of the ad hoc group of holders of Unsecured Notes Claims that is represented by Davis Polk & Wardwell LLP and Miller Buckfire & Co., LLC. |
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).
WHEREAS, the Memorial Parties and the Consenting Noteholders entered into the plan support agreement dated December 22, 2016 (as amended, supplemented, or otherwise modified from time to time, the Plan Support Agreement);
WHEREAS, the Amendment Parties wish to amend certain provisions of the Plan Support Agreement; and
WHEREAS, the Amendment Parties wish to take such actions necessary to give effect to such amendments.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Plan Support Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Amendment Parties agree as follows:
1. | Amendments. |
(a) Section 6(a)(iv) of the Plan Support Agreement is hereby amended and restated in its entirety as follows:
(iv) At 11:59 p.m. Eastern Time sixty (60) calendar days after the Petition Date if the Memorial Parties commenced Solicitation before the Petition Date (otherwise, fifty-five (55) calendar days after the Petition Date), unless the Memorial Parties have obtained approval of the Disclosure Statement.
(b) Section 6(a)(v) of the Plan Support Agreement is hereby amended and restated in its entirety as follows:
(v) At 11:59 p.m. Eastern Time sixty (60) calendar days after the Petition Date if the Memorial Parties commenced Solicitation before the Petition Date (otherwise, ninety (90) calendar days after the Petition Date), unless the Bankruptcy Court shall have entered the Confirmation Order in form and substance reasonably satisfactory to the Memorial Parties and the Requisite Noteholders.
(c) Section 11 of the Plan Support Agreement is hereby amended by adding to the end of the paragraph the following sentence:
Notwithstanding Section 22, any waiver, modification, amendment, or supplement to this Plan Support Agreement required to be in writing may be evidenced by an e-mail acknowledgement from an authorized representative of the applicable Party.
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2. | Effectiveness. |
This Amendment shall become effective and binding on the Memorial Parties and the Consenting Noteholders in accordance with the terms of the Plan Support Agreement upon the execution and delivery by Memorial Parent (on behalf of all Memorial Parties) and the Requisite Noteholders of an executed signature page hereto.
3. | Miscellaneous. |
(a) Except as specifically set forth herein, the terms of the Plan Support Agreement shall remain in full force and effect and are hereby ratified and confirmed.
(b) This Amendment may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Amendment delivered by facsimile, PDF or otherwise shall be deemed to be an original for the purposes of this paragraph.
[Signature pages follow.]
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IN WITNESS WHEREOF, the Amendment Parties have caused this Amendment to be executed and delivered by their respective duly authorized officers, solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above.
MEMORIAL PARTIES | ||
MEMORIAL PRODUCTION PARTNERS LP, on behalf of itself and each affiliate listed below | ||
By: | Memorial Production Partners GP LLC, | |
its general partner | ||
By: | /s/ Jason M. Childress | |
Name: | Jason M. Childress. | |
Title: | Vice President | |
MEMORIAL PRODUCTION OPERATING LLC | ||
COLUMBUS ENERGY, LLC | ||
RISE ENERGY OPERATING, LLC | ||
RISE ENERGY MINERALS, LLC | ||
RISE ENERGY BETA, LLC | ||
MEMORIAL PRODUCTION FINANCE CORPORATION | ||
WHT ENERGY PARTNERS LLC | ||
WHT CARTHAGE LLC | ||
MEMORIAL ENERGY SERVICES LLC | ||
MEMORIAL MIDSTREAM LLC | ||
SAN PEDRO BAY PIPELINE COMPANY | ||
MEMORIAL PRODUCTION PARTNERS GP LLC | ||
BETA OPERATING COMPANY, LLC | ||
MEMP SERVICES LLC |
[SIGNATURE PAGE TO AMENDMENT TO PLAN SUPPORT AGREEMENT]
REQUISITE NOTEHOLDERS
BRIGADE CAPITAL MANAGEMENT LP, on | ||
behalf of funds and accounts managed by it | ||
By: | /s/ Scott Hoffman | |
Name: | Scott Hoffman | |
Title: | Senior Analyst |
Principal Amount of the 6.875% Senior Unsecured Notes:
Principal Amount of the 7.625% Senior Unsecured Notes: | $
$ |
Notice Address: | ||
399 Park Avenue | ||
Suite 1600 | ||
New York, NY 10022 | ||
Fax: |
| |
Attention: | Scott Hoffman | |
Email: | ***@*** |
[SIGNATURE PAGE TO AMENDMENT TO PLAN SUPPORT AGREEMENT]
REQUISITE NOTEHOLDERS
FIR TREE INC (on behalf of certain investment | ||
Funds under management) | ||
By: | /s/ Brian Meyer | |
Name: | Brian Meyer | |
Title: | Authorized Person |
Principal Amount of the 6.875% Senior Unsecured Notes:
Principal Amount of the 7.625% Senior Unsecured Notes: | $
$ |
Notice Address: | ||
55 West 46th Street | ||
29th Floor | ||
New York, NY 10036 | ||
Fax: |
| |
Attention: | Evan Lederman | |
Email: | ***@*** |
[SIGNATURE PAGE TO AMENDMENT TO PLAN SUPPORT AGREEMENT]