UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-K/A

(Amendment No. 1)







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2013

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to .

Commission File Number: 001-35364





MEMORIAL PRODUCTION PARTNERS LP

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 90-0726667                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|                                                               | 
|1301 McKinney, Suite 2100, Houston, TX                         |  | 77010                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (713) 588-8300

Securities registered pursuant to Section 12(b) of the Act:



|                                                    |  |                                          
|--------------------------------------------------- |  | -----------------------------------------
|Title of each class                                 |  | Name of each exchange on which registered
|Common Units Representing Limited Partner Interests |  | NASDAQ Global Market                     

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.    Yes  x    No    ̈



Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III or any amendment to the Form 10-K    x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. Check one:



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

The aggregate market value of the common units held by non-affiliates was approximately $615.4 million on June 28, 2013, the last business day of the
registrants most recently completed second fiscal quarter, based on closing prices in the daily composite list for transactions on the NASDAQ Global Market on such date. As of February 28, 2014, the registrant had 55,890,998 common units,
5,360,912 subordinated units and 61,313 general partner units outstanding.

Documents Incorporated By Reference: None.









---

EXPLANATORY NOTE

Memorial Production Partners LP (the Partnership) is filing this Amendment No. 1 to Form 10-K on Form 10-K/A (Amendment
No. 1) to amend the Partnerships Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the Securities and Exchange Commission (SEC) on March 7, 2014 (the Original
Form 10-K). The purpose of this Amendment No. 1 is to revise the Summary Compensation Table in Part III, Item 11 of the Original Form 10-K to correct arithmetical errors in the Bonus and Total columns of the
Summary Compensation Table. These columns were understated in the aggregate by approximately $0.5 million. The supplemental All Other Compensation table has been also revised to include amounts for the year ended December 31, 2012.

In addition, pursuant to the rules of the SEC, Item 15 of Part IV of the Original Form 10-K has been amended to include the currently dated
certifications of the principal executive officer and principal financial officer of the general partner of the Partnership pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of such principal executive officer and
principal financial officer are filed with this Amendment No. 1 as Exhibits 31.3 and 31.4 hereto. Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any
disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Partnership is not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial
statements are being filed with this Amendment No. 1.

Except as described above, this Amendment No. 1 does not amend any other information set
forth in the Original Form 10-K. This Amendment No. 1 should be read in conjunction with the Original Form 10-K and with the Partnerships filings with the SEC subsequent to the Original Form 10-K.



1



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PART III



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Compensation Discussion and Analysis

General

All of our
general partners executive officers and other personnel necessary for our business to function are employed and compensated by our general partner or Memorial Resource, in each case subject to reimbursement by us. Memorial Resource currently
manages our operations and activities, and makes certain compensation decisions on our behalf, under the omnibus agreement. The compensation for all of our general partners executive officers is paid by Memorial Resource, and we reimburse
Memorial Resource for costs and expenses incurred for our benefit or on our behalf pursuant to the terms of the omnibus agreement. See Item 13. Certain Relationships and Related Transactions, and Director Independence  Related Party
Agreements  Omnibus Agreement for more information about the omnibus agreement.

Responsibility and authority for
compensation-related decisions for executive officers and other personnel employed by our general partner resides with our general partner. Responsibility and authority for compensation-related decisions for executive officers and other personnel
that are employed by Memorial Resource reside with Memorial Resource. Our general partners executive officers manage our business as part of the service provided by Memorial Resource under the omnibus agreement, and the compensation for all of
our general partners executive officers is indirectly paid by our general partner through reimbursements to Memorial Resource. All determinations with respect to awards made under our long-term incentive plan to executive officers of our
general partner and of Memorial Resource are made by the board of directors of our general partner, following the recommendation of Memorial Resource.

Each of our general partners named executive officers is also an executive officer of Memorial Resource, and we expect that our general
partners named executive officers will devote a significant portion of their total business time to Memorial Resource and its operations. Compensation paid or awarded by us with respect to our general partners named executive officers
reflects only the portion of Memorial Resources compensation expense allocated to us by Memorial Resource under the omnibus agreement. Memorial Resource has the ultimate decision-making authority with respect to the total compensation of its
employees, including our general partners named executive officers, and (subject to the terms of the omnibus agreement) with respect to the portion of that compensation that is allocated to us. Any such compensation decision is not subject to
any approval by the board of directors of our general partner.

Our general partners named executive officers for 2013
were:



|                   |  |                                                
|------------------ |  | -----------------------------------------------
|Name               |  | Principal Position                             
|John A. Weinzierl  |  | President, Chief Executive Officer and Chairman
|Andrew J. Cozby    |  | Vice President and Chief Financial Officer     
|Larry R. Forney    |  | Vice President and Chief Operating Officer     
|Kyle N. Roane      |  | General Counsel and Corporate Secretary        
|Gregory M. Robbins |  | Vice President, Corporate Development          

Our Compensation Philosophy

Memorial Resource employs a compensation philosophy that emphasizes pay-for-performance (primarily, insofar as it relates to our partnership,
the ability to increase sustainable quarterly distributions to unitholders) based on a combination of our partnerships performance and the individuals impact on our partnerships performance and placing the majority of each
officers compensation at risk. We believe this pay-for-performance approach generally aligns the interests of executive officers who provide services to us with that of our unitholders, and at the same time enables us to maintain a lower level
of base salary overhead in the event our operating and financial performance fails to meet expectations. Memorial Resource designs our general partners executive compensation to attract and retain individuals with the background and skills
necessary to successfully execute our business model in a demanding environment, to motivate those individuals to reach near-term and long-term goals in a way that aligns their interest with that of our unitholders, and to reward success in reaching
such goals.



2



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Compensation Setting Process

The portion of our general partners named executive officers salaries and bonuses incurred by Memorial Resource that was allocated
to us, as reflected in the Summary Compensation Table below, was based on a reserve basis methodology. Memorial Resource has designed a compensation program that emphasizes pay-for-performance. Our general partners Chief Executive Officer
provides periodic recommendations to Memorial Resource regarding the compensation of our general partners other named executive officers.

In the future as part of the compensation setting process, Memorial Resource may: (i) examine the compensation practices of our peer
companies, (ii) review compensation information from the oil and gas industry generally to the extent we compete for executive talent from a broader group than our selected peer companies, (iii) review and participate in relevant
compensation surveys and (iv) retain compensation consultants.

Elements of Executive Compensation

There are three primary elements of compensation that are used in our general partners executive compensation programbase salary,
cash bonus and long-term equity incentive awards. Cash bonuses and equity incentives (as opposed to base salary) represent the performance driven elements of the compensation program. They are also flexible in application and can be tailored to meet
our objectives. The determination of specific individuals cash bonuses will reflect their relative contribution to achieving or exceeding annual goals, and the determination of specific individuals long-term incentive awards will be
based on their expected contribution in respect of longer term performance objectives. Incentive compensation in respect of services provided to us will not be tied in any material way to the performance of entities other than us and our
subsidiaries. Specifically, any performance metrics will not be tied to the performance of Memorial Resource, the Funds or any other NGP affiliate.

Although we bear an allocated portion of the costs of compensation and benefits provided to the Memorial Resource employees who serve as our
general partners named executive officers, we have no control over such costs, and we will not establish or direct the compensation policies or practices of Memorial Resource. Each of these executive officers continues to perform services for
our general partner, as well as for Memorial Resource and its affiliates.

Base Salary. We believe the base salaries for our
general partners named executive officers are generally competitive within the master limited partnership market, but are moderate relative to base salaries paid by companies with which we compete for similar executive talent across the broad
spectrum of the energy industry. We do not expect automatic annual adjustments to be made to base salary. Memorial Resource reviews the base salaries on an annual basis and may make adjustments as necessary to maintain a competitive executive
compensation structure. As part of its review, Memorial Resource may examine the compensation of executive officers in similar positions with similar responsibilities at peer companies identified by Memorial Resource or the board of directors of our
general partner or at companies within the oil and gas industry with which we generally compete for executive talent.

Bonus
Awards. Annual bonus awards are discretionary and determined based on financial and individual performance. Memorial Resource reviews bonus awards for our general partners named executive officers annually to determine award payments for
the current fiscal year, as well as to establish award opportunities for the next fiscal year. At the end of each fiscal year, Memorial Resource meets with each executive officer to discuss our performance goals for the upcoming fiscal year and what
each executive officer is expected to contribute to help us achieve those performance goals. The determination of specific individuals cash bonuses will reflect their relative contribution to achieving or exceeding annual goals.

Long Term Incentive Compensation. Our general partner has adopted the Memorial Production Partners GP LLC Long-Term Incentive Plan, or
our LTIP, for employees, officers, consultants and directors of our general partner and any of its affiliates, including Memorial Resource, who perform services for us. Each of our general partners named executive officers is eligible to
participate in our LTIP. Memorial Resource determines the overall amount of all long-term equity incentive compensation to be granted annually for its employees (including the officers of our general partner). The portion of that compensation to be
granted under our LTIP will be granted by our general partners board of directors following the recommendation of Memorial Resource. Our LTIP is administered by a plan administrator, which is currently the board of directors of our general
partner.



3



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Our LTIP allows for the grant of restricted units, phantom units, unit options, unit appreciation
rights, distribution equivalent rights, other unit-based awards and unit awards. The purpose of awards under our LTIP is to provide additional incentive compensation to employees providing services to us, and to align the economic interests of such
employees with the interests of our unitholders. Our LTIP currently limits the number of common units that may be delivered pursuant to vested awards to 2,142,221 common units. Common units cancelled, forfeited or withheld to satisfy exercise prices
or tax withholding obligations will be available for delivery pursuant to other awards.

During the year ended December 31, 2013, our
general partners named executive officers and independent directors were granted awards of restricted common units as indicated in the following table:



|                     |  |                                     |         | 
|-------------------- |  | ----------------------------------- | ------- | 
|Award Recipient      |  | Aggregate Numberof Restricted Units |        
|John A. Weinzierl    |  |                                     | 119,617 | 
|Andrew J. Cozby      |  |                                     | 64,226  | 
|Larry R. Forney      |  |                                     | 65,501  | 
|Kyle N. Roane        |  |                                     | 43,383  | 
|Gregory M. Robbins   |  |                                     | 43,213  | 
|Jonathan M. Clarkson |  |                                     | 4,092   | 
|P. Michael Highum    |  |                                     | 4,092   | 
|Robert A. Innamorati |  |                                     | 4,092   | 

The board of directors of our general partner determines any awards made under our LTIP. With regard to the
awards made during 2013, the board of directors took a number of factors into account, including:



| |  |  | the financial and operational performance of the Partnership for 2012 through May 2013 (including significant increases in proved reserves, average daily production and Adjusted EBITDA);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the significant number of transactions completed by the Partnership in 2012 through May 2013 (including six acquisitions and two public equity offerings);
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the significant demand in Houston and worldwide for experienced oil and gas executives;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | the significant demand in Houston and elsewhere for experienced MLP executives;
| | - |  | -------------------------------------------------------------------------------



| |  |  | information gathered by the board of directors regarding compensation paid to executives at other MLPs and other public oil and gas production companies; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the board of directors impression of the performance of the individual executives.
| | - |  | -----------------------------------------------------------------------------------

For
any subsequent year, the board of directors may take some or all of these factors into account, and may also consider other factors that it deems relevant at the time of determination.

On January 9, 2014, our general partners independent directors were granted additional awards of restricted common units, with a
vesting period of one year, as indicated in the following table:



|                     |  |                                     |       | 
|-------------------- |  | ----------------------------------- | ----- | 
|Award Recipient      |  | Aggregate Numberof Restricted Units |      
|Jonathan M. Clarkson |  |                                     | 4,548 | 
|P. Michael Highum    |  |                                     | 4,548 | 
|Robert A. Innamorati |  |                                     | 4,548 | 

The awards were made pursuant to our LTIP and restricted unit agreements between our general partner and each
award recipient. The awards are subject to restrictions on transferability and a substantial risk of forfeiture and are intended to retain and motivate members of our general partners management. Award recipients have all the rights of a
unitholder in us with respect to the restricted units, including the right to receive distributions thereon if and when distributions are made by us to our unitholders (except with respect to the fourth quarter 2011 distribution that was paid on
February 13, 2012). The restricted units vest and the forfeiture restrictions will lapse in substantially equal one-third increments on the first, second, and third anniversaries of the date of grant (except with respect to the 2014 awards to
our independent directors), so long as the award recipient remains in continuous service with our general partner and its affiliates.



4



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If an award recipients service with our general partner or its affiliates is terminated
prior to full vesting of the restricted units for any reason, then the award recipient will forfeit all unvested restricted units, except that, if an award recipients service is terminated either by our general partner (or an affiliate)
without cause or by the award recipient for good reason (as such terms are defined in the restricted unit agreement) within one year following the occurrence of a change of control, all unvested restricted units will become
immediately vested in full. If an award recipients service with our general partner or its affiliates is terminated by (i) our general partner with cause or (ii) by the award recipients resignation and engagement in
Competition (as such term is defined in the restricted unit agreement) prior to full vesting of the restricted units, then our general partner has the right, but not the obligation, to repurchase the restricted units at a price per
restricted unit equal to the lesser of (x) the fair market value of such restricted unit as of the date of the repurchase and (y) the price paid by the award recipient for such restricted unit.

Severance and Change in Control Benefits. We do not provide any severance or change of control benefits to our general partners
executive officers.

Other Benefits. Memorial Resource does not maintain a defined benefit pension plan for its executive
officers, because it believes such plans primarily reward longevity rather than performance. Memorial Resource provides a basic benefits package generally to all employees, which includes a 401(k) plan and health, disability and life insurance.
Memorial Resource employees who provide services to us under the omnibus agreement will be entitled to the same basic benefits.

Compensation
Committee Report

The board of directors of our general partner does not have a compensation committee. The board of directors of our
general partner has reviewed and discussed the Compensation Discussion and Analysis set forth above. Based on this review and discussion, the board of directors of our general partner has approved the Compensation Discussion and Analysis for
inclusion in this annual report.



The board of directors of Memorial Production Partners GP LLCJohn A. WeinzierlJonathan M. ClarksonScott A. GieselmanKenneth A. HershP. Michael HighumRobert A. InnamoratiTony R. Weber


Employment Agreements

Neither Memorial Resource nor our general partner has entered, or currently intends to enter, into any employment agreements with any of our
named executive officers.

Deductibility of Compensation

We believe that the compensation paid to our general partners named executive officers is generally fully deductible for federal income
tax purposes. We are a limited partnership, and we do not meet the definition of a corporation subject to deduction limitations under Section 162(m) of the Code. Accordingly, such limitations do not apply to compensation paid to our
general partners named executive officers.

Relation of Compensation Policies and Practices to Risk Management

Memorial Resources compensation policies and practices are designed to provide rewards for short-term and long-term performance, both on
an individual basis and at the entity level. In general, optimal financial and operational performance, particularly in a competitive business, requires some degree of risk-taking. Accordingly, the use of compensation as an incentive for performance
can foster the potential for management and others to take unnecessary or excessive risks to reach performance thresholds that qualify them for additional compensation.



5



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From a risk management perspective, our policy is to conduct our commercial activities within
pre-defined risk parameters that are closely monitored and are structured in a manner intended to control and minimize the potential for unwarranted risk-taking. We also routinely monitor and measure the execution and performance of our projects and
acquisitions relative to expectations.

We expect our compensation arrangements to contain a number of design elements that serve to
minimize the incentive for taking unwarranted risk to achieve short-term, unsustainable results. Those elements include delaying the rewards and subjecting such rewards to forfeiture for terminations related to violations of our risk management
policies and practices or of our Code of Business Conduct and Ethics.

In combination with our risk-management practices, we do not
believe that risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us.

Summary Compensation Table

The following
table includes the compensation earned by our general partners named executive officers and allocated to us by Memorial Resource for the years ended December 31, 2013, 2012 and 2011.



|                                                                            |      |          |  |        |         |  |       |        |         |                  |  |           |                           |  |  |         |         |  |  |           |           | 
|--------------------------------------------------------------------------- | ---- | -------- |  | ------ | ------- |  | ----- | ------ | ------- | ---------------- |  | --------- | ------------------------- |  |  | ------- | ------- |  |  | --------- | --------- | 
|Name and Position                                                           |      | Year (3) |  | Salary |         |  | Bonus |        |         | EquityAwards (4) |  |           | All OtherCompensation (5) |  |  | Total   |        
|John A. Weinzierl
(Chief Executive Officer and Chairman) (1)                |      | 2013     |  | $      | 83,152  |  |       | $      | 285,313 |                  |  | $         | 2,249,996                 |  |  | $       | 320,292 |  |  | $         | 2,938,753 | 
|                                                                            | 2012 |          |  | 16,000 |         |  |       |       |         |                  |  | 2,500,735 |                           |  |  | 195,039 |         |  |  | 2,711,774 |          
|                                                                            |      | 2011     |  |        | 1,267   |  |       |        |        |                  |  |           |                          |  |  |         |        |  |  |           | 1,267     | 
|                                                                            |      |          |  |        |         | 
|Andrew J. Cozby
(Vice President and Chief Financial Officer)                |      | 2013     |  | $      | 110,869 |  |       | $      | 142,656 |                  |  | $         | 1,207,885                 |  |  | $       | 137,175 |  |  | $         | 1,598,585 | 
|                                                                            | 2012 |          |  | 40,000 |         |  |       | 23,738 |         |                  |  | 703,661   |                           |  |  | 51,197  |         |  |  | 818,596   |          
|                                                                            |      | 2011     |  |        | 3,168   |  |       |        | 21,823  |                  |  |           |                          |  |  |         |        |  |  |           | 24,991    | 
|                                                                            |      |          |  |        |         | 
|Larry R. Forney
(Vice President and Chief Operating Officer)                |      | 2013     |  | $      | 110,869 |  |       | $      | 142,656 |                  |  | $         | 1,231,255                 |  |  | $       | 125,215 |  |  | $         | 1,609,995 | 
|                                                                            | 2012 |          |  | 40,000 |         |  |       | 20,000 |         |                  |  | 508,088   |                           |  |  | 35,882  |         |  |  | 603,970   |          
|                                                                            |      | 2011     |  |        | 3,168   |  |       |        | 11,040  |                  |  |           |                          |  |  |         |        |  |  |           | 14,208    | 
|                                                                            |      |          |  |        |         | 
|Kyle N. Roane
(Vice President, General Counsel and Corporate Secretary) (2) |      | 2013     |  | $      | 110,869 |  |       | $      | 71,328  |                  |  | $         | 815,625                   |  |  | $       | 61,570  |  |  | $         | 1,059,392 | 
|                                                                            |      |          |  |        |         |  |       |        |         |                  |  |           |                           |  |  |         |         |  |  |           |          
|                                                                            |      |          |  |        |         | 
|Gregory M. Robbins
(Vice President, Corporate Development)                  |      | 2013     |  | $      | 110,869 |  |       | $      | 71,328  |                  |  | $         | 812,509                   |  |  | $       | 70,557  |  |  | $         | 1,065,263 | 
|                                                                            | 2012 |          |  | 32,000 |         |  |       | 8,000  |         |                  |  | 192,238   |                           |  |  | 16,289  |         |  |  | 248,527   |          
|                                                                            |      | 2011     |  |        | 2,534   |  |       |        | 8,023   |                  |  |           |                          |  |  |         |        |  |  |           | 10,557    | 



|(1) | Mr. Weinzierl also served as President from April 2011 until January 2014.
|--- | --------------------------------------------------------------------------

|(2) | Mr. Roane became a named executive officer in 2013. Mr. Roane was appointed Vice President, General Counsel and Corporate Secretary in January 2014.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In fiscal 2011, none of our general partners named executive officers devoted a significant portion of their time to our business. The portion of our general partners named executive officers salaries
and bonuses incurred by Memorial Resource that was allocated to us was based on a reserve basis methodology for the period beginning on December 14, 2011, the date of the closing of our initial public offering, and ending on December 31,
2011.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Reflects the aggregate grant date fair value of restricted unit awards granted under the LTIP calculated by multiplying the number of restricted units granted to each executive by the closing price of our common units
on the date of grant. For information about assumptions made in the valuation of these awards, see Note 11 of the Notes to Consolidated and Combined Financial Statements included under Item 8. Financial Statements and Supplementary Data.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Amounts include (i) matching contributions under funded, qualified, defined contribution retirement plans, (ii) quarterly distributions paid on LTIP awards, (iii) the dollar value of life insurance premiums paid on
behalf of the officer and (iv) the dollar value of short and long term disability insurance premiums paid on behalf the officer.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|



6



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The following supplemental table presents the components of All Other Compensation
for each named executive officer for the years ended December 31, 2013 and 2012:



|                   |  |      |      |  |                                          |         |         |       |  |       |                            |  |  |         |         | 
|------------------ |  | ---- | ---- |  | ---------------------------------------- | ------- | ------- | ----- |  | ----- | -------------------------- |  |  | ------- | ------- | 
|Name               |  | Year |      |  | QuarterlyDistributionsPaid OnLTIP Awards |         |         | Other |  |       | TotalAll OtherCompensation | 
|John A. Weinzierl  |  |      | 2013 |  |                                          | $       | 316,564 |       |  | $     | 3,728                      |  |  | $       | 320,292 | 
|                   |  | 2012 |      |  |                                          | 193,690 |         |       |  | 1,349 |                            |  |  | 195,039 |        
|                   |  |      |      | 
|Andrew J. Cozby    |  |      | 2013 |  |                                          | $       | 129,419 |       |  | $     | 7,756                      |  |  | $       | 137,175 | 
|                   |  |      | 2012 |  |                                          |         | 48,408  |       |  |       | 2,789                      |  |  |         | 51,197  | 
|                   |  |      |      | 
|Larry R. Forney    |  |      | 2013 |  |                                          | $       | 117,459 |       |  | $     | 7,756                      |  |  | $       | 125,215 | 
|                   |  | 2012 |      |  |                                          | 33,093  |         |       |  | 2,789 |                            |  |  | 35,882  |        
|                   |  |      |      | 
|Kyle N. Roane      |  |      | 2013 |  |                                          | $       | 55,786  |       |  | $     | 5,784                      |  |  | $       | 61,570  | 
|                   |  |      |      | 
|Gregory M. Robbins |  |      | 2013 |  |                                          | $       | 62,801  |       |  | $     | 7,756                      |  |  | $       | 70,557  | 
|                   |  | 2012 |      |  |                                          | 13,554  |         |       |  | 2,735 |                            |  |  | 16,289  |        

Grants of Plan-Based Awards

The following table sets forth certain information with respect to grants of plan-based awards to our named executive officers in 2013.



|                   |         |           |  |                                                               |   |  |                                                           |   |   |            |  |   |              |  |  |           |   |  |            |   |   |                                                       |  |   |                                                                |  |  |                                           |         |  |                                                 |   |   |  |  |   |   |  |  |           |           | 
|------------------ | ------- | --------- |  | ------------------------------------------------------------- | - |  | --------------------------------------------------------- | - | - | ---------- |  | - | ------------ |  |  | --------- | - |  | ---------- | - | - | ----------------------------------------------------- |  | - | -------------------------------------------------------------- |  |  | ----------------------------------------- | ------- |  | ----------------------------------------------- | - | - |  |  | - | - |  |  | --------- | --------- | 
|                   |         |           |  | Estimated Future PayoutsUnder Non-Equity IncentivePlan Awards |   |  | Estimated Future PayoutsUnder Equity IncentivePlan Awards |   |   |            |  |   |              |  |  |           |   |  |            |  
|Name               |         | GrantDate |  | Threshold($)                                                  |   |  | Target($)                                                 |   |   | Maximum($) |  |   | Threshold(#) |  |  | Target(#) |   |  | Maximum(#) |   |   | All OtherEquityAwards:Number ofRestrictedUnits(#) (1) |  |   | All OtherOptionAwards:Number ofSecuritiesUnderlyingOptions (#) |  |  | Exerciseor BasePrice ofOptionAwards($/Sh) |         |  | Grant DateFair Valueof Unit andOptionAwards (2) |  
|John A. Weinzierl  |         | 5/31/13   |  |                                                               |  |  |                                                           |   |  |            |  |   |             |  |  |           |  |  |            |   |  |                                                       |  |   |                                                               |  |  |                                           | 119,617 |  |                                                 |   |  |  |  |   |  |  |  |           | 2,249,996 | 
|                   |         |           |  |                                                               |   |  |                                                           |   |   |            | 
|Andrew J. Cozby    |         | 1/9/13    |  |                                                               |  |  |                                                           |   |  |            |  |   |             |  |  |           |  |  |            |   |  |                                                       |  |   |                                                               |  |  |                                           | 430     |  |                                                 |   |  |  |  |   |  |  |  |           | 7,882     | 
|                   | 5/31/13 |           |  |                                                              |   |  |                                                           |  |   |            |  |  |              |  |  |          |   |  |            |  |   |                                                       |  |  |                                                                |  |  | 63,796                                    |         |  |                                                 |  |   |  |  |  |   |  |  | 1,200,003 |          
|                   |         |           |  |                                                               |   |  |                                                           |   |   |            | 
|Larry R. Forney    |         | 1/9/13    |  |                                                               |  |  |                                                           |   |  |            |  |   |             |  |  |           |  |  |            |   |  |                                                       |  |   |                                                               |  |  |                                           | 1,705   |  |                                                 |   |  |  |  |   |  |  |  |           | 31,252    | 
|                   | 5/31/13 |           |  |                                                              |   |  |                                                           |  |   |            |  |  |              |  |  |          |   |  |            |  |   |                                                       |  |  |                                                                |  |  | 63,796                                    |         |  |                                                 |  |   |  |  |  |   |  |  | 1,200,003 |          
|                   |         |           |  |                                                               |   |  |                                                           |   |   |            | 
|Kyle N. Roane      |         | 1/9/13    |  |                                                               |  |  |                                                           |   |  |            |  |   |             |  |  |           |  |  |            |   |  |                                                       |  |   |                                                               |  |  |                                           | 852     |  |                                                 |   |  |  |  |   |  |  |  |           | 15,617    | 
|                   |         | 5/31/13   |  |                                                               |  |  |                                                           |   |  |            |  |   |             |  |  |           |  |  |            |   |  |                                                       |  |   |                                                               |  |  |                                           | 42,531  |  |                                                 |   |  |  |  |   |  |  |  |           | 800,008   | 
|                   |         |           |  |                                                               |   |  |                                                           |   |   |            | 
|Gregory M. Robbins |         | 1/9/13    |  |                                                               |  |  |                                                           |   |  |            |  |   |             |  |  |           |  |  |            |   |  |                                                       |  |   |                                                               |  |  |                                           | 682     |  |                                                 |   |  |  |  |   |  |  |  |           | 12,501    | 
|                   | 5/31/13 |           |  |                                                              |   |  |                                                           |  |   |            |  |  |              |  |  |          |   |  |            |  |   |                                                       |  |  |                                                                |  |  | 42,531                                    |         |  |                                                 |  |   |  |  |  |   |  |  | 800,008   |          



|(1) | Represents the amount of restricted common units awarded to our named executive officers under the LTIP, none of which are tied to performance based criteria.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Reflects the aggregate grant date fair value of restricted unit awards granted under the LTIP calculated by multiplying the number of restricted units granted to each executive by the closing price of our common units
on the date of grant. For information about assumptions made in the valuation of these awards, see Note 11 of the Notes to Consolidated and Combined Financial Statements included under Item 8. Financial Statements and Supplementary Data.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|
|



7



---

Outstanding Equity Awards

The following table sets forth certain information with respect to outstanding equity awards at December 31, 2013.



|                   |  |                                      |  |                              |                                              |  |  |   |           | 
|------------------ |  | ------------------------------------ |  | ---------------------------- | -------------------------------------------- |  |  | - | --------- | 
|Name               |  | VestingDate (1)                      |  | Restricted CommonUnit Awards |                                             
|                   |  | Numberof UnitsThat HaveNot Vested(#) |  |                              | MarketValueof UnitsThat HaveNot Vested($)(2) | 
|John A. Weinzierl  |  | Various                              |  |                              | 209,647                                      |  |  | $ | 4,599,655 | 
|Andrew J. Cozby    |  | Various                              |  |                              | 90,416                                       |  |  |   | 1,983,727 | 
|Larry R. Forney    |  | Various                              |  |                              | 84,673                                       |  |  |   | 1,857,726 | 
|Kyle N. Roane      |  | Various                              |  |                              | 47,786                                       |  |  |   | 1,026,485 | 
|Gregory M. Robbins |  | Various                              |  |                              | 50,321                                       |  |  |   | 1,104,043 | 



|(1) | One-third vests on the first, second, and third anniversaries of each date of grant. Of the 481,843 non-vested restricted common unit awards presented in the table, approximately 184,932 vest in both 2014 and 2015 and
111,978 vest in 2016. There were 57,013 restricted common units that vested on January 9, 2014.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Amounts derived by multiplying the total number of restricted common unit awards outstanding for each named executive officer by the closing price of our common units at December 31, 2013 of $21.94 per unit.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Exercises and Stock Vested

The following table sets forth certain information with respect to equity-based awards held by our named executive officers, which vested in
2013.



|                   |           |                                      |  |                              |                         |  |   |                                          |       |  |   |         |         | 
|------------------ | --------- | ------------------------------------ |  | ---------------------------- | ----------------------- |  | - | ---------------------------------------- | ----- |  | - | ------- | ------- | 
|Name               |           | VestingDate (1)                      |  | Restricted CommonUnit Awards |                        
|                   |           | Numberof UnitsThat HaveVested(#) (2) |  |                              | UnitPrice onVestingDate |  |   | MarketValueof UnitsThat HaveVested($)(3) |      
|John A. Weinzierl  |           | 1/9/2013                             |  |                              | 43,070                  |  |   | $                                        | 18.33 |  |   | $       | 789,473 | 
|                   | 5/31/2013 |                                      |  | 1,945                        |                         |  | $ | 18.81                                    |       |  | $ | 36,585  |        
|                   |           |                                      |  |                             
|Andrew J. Cozby    |           | 1/9/2013                             |  |                              | 7,018                   |  |   | $                                        | 18.33 |  |   | $       | 128,640 | 
|                   | 5/31/2013 |                                      |  | 6,078                        |                         |  | $ | 18.81                                    |       |  | $ | 114,327 |        
|                   |           |                                      |  |                             
|Larry R. Forney    |           | 1/9/2013                             |  |                              | 3,509                   |  |   | $                                        | 18.33 |  |   | $       | 64,320  | 
|                   | 5/31/2013 |                                      |  | 6,078                        |                         |  | $ | 18.81                                    |       |  | $ | 114,327 |        
|                   |           |                                      |  |                             
|Kyle N. Roane      |           | 5/31/2013                            |  |                              | 1,702                   |  |   | $                                        | 18.81 |  |   | $       | 32,015  | 
|                   |           |                                      |  |                             
|Gregory M. Robbins |           | 1/9/2013                             |  |                              | 2,193                   |  |   | $                                        | 18.33 |  |   | $       | 40,198  | 
|                   | 5/31/2013 |                                      |  | 1,362                        |                         |  | $ | 18.81                                    |       |  | $ | 25,619  |        



|(1) | One-third vests on the first, second, and third anniversaries of each date of grant. There were 57,013 restricted common units that vested on January 9, 2014.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Represents gross vesting amounts prior to any units withheld for taxes.
|--- | -----------------------------------------------------------------------

|(3) | Amounts derived by multiplying the total number of restricted common unit awards outstanding for each named executive officer by the closing price of our common units on the respective vesting date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Pension Benefits

Currently, our general
partner does not, and does not intend to, provide pension benefits to our general partners named executive officers. Memorial Resource may revisit this policy in the future.



8



---

Nonqualified Deferred Compensation

Currently, our general partner does not, and does not intend to, sponsor or adopt a nonqualified deferred compensation plan. Memorial Resource
may revisit this policy in the future.

Potential Payments Upon Termination or Change in Control

Awards under our LTIP may vest and/or become exercisable, as applicable, upon a change of control of us or our general partner, as
determined by the plan administrator. Under our LTIP, a change of control will be deemed to have occurred upon one or more of the following events (i) the directors of Memorial Resource appointed by the Funds or their affiliates do
not constitute a majority of the board of directors of Memorial Resource; (ii) Memorial Resource, the Funds or any of their affiliates do not have the right to appoint or nominate a majority of the board of directors of our general partner;
(iii) the members of our general partner approve and implement, in one or a series of transactions, a plan of complete liquidation of our general partner; (iv) the sale or other disposition by our general partner of all or substantially
all of its assets in one or more transactions to any person or entity other than our general partner or an affiliate of our general partner or the Funds; or (v) a person or entity other than our general partner or an affiliate of our general
partner or the Funds becomes the general partner of us. The consequences of the termination of a grantees employment, consulting arrangement or membership on the board of directors will be determined by the plan administrator in the terms of
the relevant award agreement.

The following table quantifies our best estimates as to the amounts that each of our named executive
officers would be entitled to receive upon a change of control, as applicable, assuming that such event occurred on December 31, 2013 and using our closing common unit price on such date of $21.94. The precise amount that each of our named
executive officers would receive cannot be determined with any certainty until a change of control has occurred. Therefore, such amounts should be considered forward-looking statements.



|                   |  |                                  |           | 
|------------------ |  | -------------------------------- | --------- | 
|Name               |  | Occurrence of a Changeof Control |          
|John A. Weinzierl  |  | $                                | 4,599,655 | 
|Andrew J. Cozby    |  |                                  | 1,983,727 | 
|Larry R. Forney    |  |                                  | 1,857,726 | 
|Kyle N. Roane      |  |                                  | 1,026,485 | 
|Gregory M. Robbins |  |                                  | 1,104,043 | 

Director Compensation

Officers or employees of our general partner or its affiliates, including Memorial Resource, the Funds, and NGP, who also serve as directors of
our general partner do not receive additional compensation for their service as a director of our general partner. Each director who is not an officer or employee of our general partner or its affiliates receives compensation as a non-employee
director for attending meetings of the board of directors, as well as committee meetings. The following table presents information regarding compensation paid to the independent directors of our general partner during the year ended
December 31, 2013.



9



---

|                         |  |                              |         |  |                            |   |        |                          |  |   |          |  |  |   |         | 
|------------------------ |  | ---------------------------- | ------- |  | -------------------------- | - | ------ | ------------------------ |  | - | -------- |  |  | - | ------- | 
|Name                     |  | Fees Earnedor Paidin Cash($) |         |  | RestrictedUnitAwards($)(2) |   |        | All OtherCompensation(3) |  |   | Total($) | 
|Jonathan M. Clarkson (1) |  | $                            | 108,750 |  |                            | $ | 75,006 |                          |  | $ | 8,521    |  |  | $ | 192,277 | 
|P. Michael Highum        |  |                              | 101,250 |  |                            |   | 75,006 |                          |  |   | 13,989   |  |  |   | 190,245 | 
|Robert A. Innamorati     |  |                              | 101,250 |  |                            |   | 75,006 |                          |  |   | 11,174   |  |  |   | 187,430 | 



|(1) | Serves as chairman of the audit committee.
|--- | ------------------------------------------

|(2) | Reflects the aggregate grant date fair value of restricted common unit awards granted under the LTIP calculated by multiplying the number of restricted common units granted to each director by the closing price of our
common units on the date of grant ($18.33 with respect to the grants made to Messrs. Clarkson, Highum and Innamorati on January 9, 2013). For information about assumptions made in the valuation of these awards, see Note 11 of the Notes to
Consolidated and Combined Financial Statements included under Item 8. Financial Statements and Supplementary Data. At December 31, 2013, Messrs. Clarkson, Highum, and Innamorati had 4,092; 6,432, and 5,115 restricted units
outstanding, respectively.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents quarterly distribution paid on LTIP Awards.
|--- | ------------------------------------------------------

For 2014, the following compensation
has been approved for the non-employee directors:



| |  |  | an annual retainer of $100,000 for each director payable quarterly in arrears;
| | - |  | ------------------------------------------------------------------------------



| |  |  | an annual equity grant under our LTIP of $100,000 of restricted units based on the price per common unit on the date of grant, which will vest one year from the date of grant; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an annual retainer of $7,500 for the chairman of the audit committee.
| | - |  | ---------------------------------------------------------------------

In addition,
non-employee directors are reimbursed for all out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director is fully indemnified by us for actions associated with being a director to the fullest
extent permitted under Delaware law.

Compensation Committee Interlocks and Insider Participation

As a limited partnership, we are not required by NASDAQ to establish a compensation committee. Although the board of directors of our general
partner does not currently intend to establish a compensation committee, it may do so in the future.



10



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PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------

(a)(3) Exhibits



|              |  |   |  |                                                                                                                                                                                                                                                                                                              
|------------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |   |  | Description                                                                                                                                                                                                                                                                                                  
|              |  |  
|2.1##         |  |  |  | Purchase and Sale Agreement, dated as of September 18, 2012, by and among Memorial Production Operating LLC, Goodrich Petroleum Company, L.L.C. and Goodrich Petroleum Corporation (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K (File No. 001-35364) filed on September 19, 2012).
|              |  |  
|2.2##         |  |  |  | Purchase and Sale Agreement, dated as of November 19, 2012, by and among Memorial Production Operating LLC and Rise Energy Partners, LP (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 001-35364)
filed on November 20, 2012).                                            
|              |  |  
|2.3##         |  |  |  | Purchase and Sale Agreement, dated as of March 18, 2013, among Memorial Resource Development LLC, Tanos Energy, LLC, WildHorse Resources, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K (File No. 001-35364) filed on March 19, 2013).   
|              |  |  
|2.4##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Boaz Energy Partners, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 001-35364) filed on
July 16, 2013).                                                        
|              |  |  
|2.5##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Crown Energy Partners Holdings, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K (File No.
001-35364) filed on July 16, 2013).                                              
|              |  |  
|2.6##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Propel Energy, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.3 to Current Report on Form 8-K (File No. 001-35364) filed on July
16, 2013).                                                               
|              |  |  
|2.7##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Stanolind Oil and Gas LP and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.4 to Current Report on Form 8-K (File No. 001-35364)
filed on July 16, 2013).                                                         
|              |  |  
|2.8##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Memorial Resource Development LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.5 to Current Report on Form 8-K (File No. 001-35364)
filed on July 16, 2013).                                                
|              |  |  
|3.1           |  |  |  | Certificate of Limited Partnership of Memorial Production Partners LP (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (File No. 333-175090) filed on June 23, 2011).                                                                                                         
|              |  |  
|3.2           |  |  |  | First Amended and Restated Agreement of Limited Partnership of Memorial Production Partners LP (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                     
|              |  |  
|3.3           |  |  |  | Certificate of Formation of Memorial Production Partners GP LLC (incorporated by reference to Exhibit 3.4 to Registration Statement on Form S-1 (File No. 333-175090) filed on June 23, 2011).                                                                                                               
|              |  |  
|3.4           |  |  |  | Second Amended and Restated Limited Liability Company Agreement of Memorial Production Partners GP LLC (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7,
2014).                                                                                 
|              |  |  
|4.1#          |  |  |  | Form of Restricted Unit Agreement under the Memorial Production Partners GP LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-8 (File No. 333-178493) filed on December 14,
2011).                                                                  



11



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|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |  
|4.2  |  |  |  | Indenture, dated April 17, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 001-35364) filed on April 17, 2013).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |  |  
|4.3  |  |  |  | First Supplemental Indenture, dated as of October 7, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as
trustee (incorporated by reference to Exhibit 4.3 to Quarterly Report on Form 10-Q (File No. 001-35364) filed on November 7, 2013).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |  |  
|4.4  |  |  |  | Registration Rights Agreement, dated October 10, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as
representative of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 001-35364) filed on October 10, 2013).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |  |  
|10.1 |  |  |  | Omnibus Agreement, dated as of December 14, 2011, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC and Memorial Resource Development LLC (incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |  |  
|10.2 |  |  |  | Credit Agreement, dated as of December 14, 2011, among Memorial Production Operating LLC, as borrower, Memorial Production Partners LP, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent for
the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent for the lenders party thereto, BNP Paribas, Citibank, N.A. and Comerica Bank, as co-documentation agents for the lenders party thereto, and the other lenders party thereto
(incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011), as amended by First Amendment to Credit Agreement, dated as of April 30, 2012 (incorporated by reference to Exhibit
10.1 to Quarterly Report on Form 10-Q (File No. 001-35364) filed on May 15, 2012), as further amended by Second Amendment to Credit Agreement, dated as of September 18, 2012 (incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K (File No. 001-35364) filed on September 19, 2012), as further amended by Third Amendment to Credit Agreement, dated as of December 3, 2012 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.
001-35364) filed on December 4, 2012), as further amended by Fourth Amendment to Credit Agreement and First Amendment to Guaranty Agreement, dated as of March 8, 2013 (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form
10-Q (File No. 001-35364) filed on May 10, 2013), as further amended by Fifth Amendment to Credit Agreement, dated as of March 19, 2013 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on
March 21, 2013), and as further amended by Sixth Amendment to Credit Agreement, dated as of September 26, 2013 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on October 1,
2013).
|     |  |  
|10.3 |  |  |  | Contribution, Conveyance and Assumption Agreement, dated as of December 14, 2011, by and among Memorial Resource Development LLC, BlueStone Natural Resource Holdings, LLC, BlueStone Natural Resources, LLC, Memorial Production
Partners GP LLC, Memorial Production Partners LP and Memorial Production Operating LLC (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |  |  
|10.4 |  |  |  | Purchase and Sale Agreement, dated as of December 14, 2011, 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 (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K (File No. 001-35364) filed on December 15,
2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



12



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|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |  
|10.5    |  |  |  | Contribution, Conveyance and Assumption Agreement, dated as of December 14, 2011, 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 (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).       
|        |  |  
|10.6#   |  |  |  | Memorial Production Partners GP LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                                                                                                                                                
|        |  |  
|10.7    |  |  |  | Purchase Agreement, dated April 12, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as representative of the
several initial purchasers named therein (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on April 17, 2013).   
|        |  |  
|10.8    |  |  |  | Purchase Agreement, dated May 20, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as the initial purchaser
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on May 23, 2013).                                                
|        |  |  
|10.9    |  |  |  | Purchase Agreement, dated October 7, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as representative of the
several initial purchasers named therein (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on October 10, 2013).
|        |  |  
|21.1    |  |  |  | List of Subsidiaries of Memorial Production Partners LP (incorporated by reference to Exhibit 21.1 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                         
|        |  |  
|23.1    |  |  |  | Consent of KPMG LLP (incorporated by reference to Exhibit 23.1 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                                             
|        |  |  
|23.2    |  |  |  | Consent of Netherland, Sewell & Associates, Inc. (incorporated by reference to Exhibit 23.2 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                
|        |  |  
|31.1    |  |  |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 32.1 to Annual Report on Form 10-K (File No. 001-35364) filed on
March 7, 2014).                                                                                                                                                            
|        |  |  
|31.2    |  |  |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 32.1 to Annual Report on Form 10-K (File No. 001-35364) filed on
March 7, 2014).                                                                                                                                                            
|        |  |  
|31.3*   |  |   |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                  
|        |  |  
|31.4*   |  |   |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                  
|        |  |  
|32.1    |  |  |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously furnished as Exhibit 32.1 to Annual
Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                      
|        |  |  
|99.1    |  |  |  | Report of Netherland, Sewell & Associates, Inc. (incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                 
|        |  |  
|101.CAL |  |  |  | XBRL Calculation Linkbase Document (previously furnished as Exhibit 101.CAL to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                                
|        |  |  
|101.DEF |  |  |  | XBRL Definition Linkbase Document (previously furnished as Exhibit 101.DEF to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                                 



13



---

|        |  |   |  |                                                                                                                                                         
|------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |  
|101.INS |  |  |  | XBRL Instance Document (previously furnished as Exhibit 101.INS to Annual Report on Form10-K (File No. 001-35364) filed on March 7, 2014).              
|        |  |  
|101.LAB |  |  |  | XBRL Labels Linkbase Document (previously furnished as Exhibit 101.LAB to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).      
|        |  |  
|101.PRE |  |  |  | XBRL Presentation Linkbase Document (previously furnished as Exhibit 101.PRE to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).
|        |  |  
|101.SCH |  |  |  | XBRL Schema Document (previously furnished as Exhibit 101.SCH to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).               



|* | Filed as an exhibit to this Annual Report on Form 10-K/A.
|- | ---------------------------------------------------------



|# | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



|## | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



14



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|      |  |             |  |                                              |  |                                                                                  
|----- |  | ----------- |  | -------------------------------------------- |  | ---------------------------------------------------------------------------------
|      |  |             |  | Memorial Production Partners LP
(Registrant)
|      |  |             | 
|      |  |             |  | By:                                          |  | Memorial Production Partners GP LLC, its general partner                         
|      |  |             | 
|Date: |  | May 6, 2014 |  | By:                                          |  | /s/ Andrew J. Cozby                                                              
|      |  |             |  |                                              |  | Andrew J. Cozby                                                                  
|      |  |             |  |                                              |  | Vice President and Chief Financial Officer of
Memorial Production Partners GP LLC



15



---

EXHIBIT INDEX



|              |  |   |  |                                                                                                                                                                                                                                                                                                              
|------------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  |   |  | Description                                                                                                                                                                                                                                                                                                  
|              |  |  
|2.1##         |  |  |  | Purchase and Sale Agreement, dated as of September 18, 2012, by and among Memorial Production Operating LLC, Goodrich Petroleum Company, L.L.C. and Goodrich Petroleum Corporation (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K (File No. 001-35364) filed on September 19, 2012).
|              |  |  
|2.2##         |  |  |  | Purchase and Sale Agreement, dated as of November 19, 2012, by and among Memorial Production Operating LLC and Rise Energy Partners, LP (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 001-35364)
filed on November 20, 2012).                                            
|              |  |  
|2.3##         |  |  |  | Purchase and Sale Agreement, dated as of March 18, 2013, among Memorial Resource Development LLC, Tanos Energy, LLC, WildHorse Resources, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.1 to
Current Report on Form 8-K (File No. 001-35364) filed on March 19, 2013).   
|              |  |  
|2.4##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Boaz Energy Partners, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K (File No. 001-35364) filed on
July 16, 2013).                                                        
|              |  |  
|2.5##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Crown Energy Partners Holdings, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.2 to Current Report on Form 8-K (File No.
001-35364) filed on July 16, 2013).                                              
|              |  |  
|2.6##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Propel Energy, LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.3 to Current Report on Form 8-K (File No. 001-35364) filed on July
16, 2013).                                                               
|              |  |  
|2.7##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Stanolind Oil and Gas LP and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.4 to Current Report on Form 8-K (File No. 001-35364)
filed on July 16, 2013).                                                         
|              |  |  
|2.8##         |  |  |  | Purchase and Sale Agreement, dated as of July 15, 2013, between Memorial Resource Development LLC and Memorial Production Operating LLC (incorporated by reference to Exhibit 2.5 to Current Report on Form 8-K (File No. 001-35364)
filed on July 16, 2013).                                                
|              |  |  
|3.1           |  |  |  | Certificate of Limited Partnership of Memorial Production Partners LP (incorporated by reference to Exhibit 3.1 to Registration Statement on Form S-1 (File No. 333-175090) filed on June 23, 2011).                                                                                                         
|              |  |  
|3.2           |  |  |  | First Amended and Restated Agreement of Limited Partnership of Memorial Production Partners LP (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                     
|              |  |  
|3.3           |  |  |  | Certificate of Formation of Memorial Production Partners GP LLC (incorporated by reference to Exhibit 3.4 to Registration Statement on Form S-1 (File No. 333-175090) filed on June 23, 2011).                                                                                                               
|              |  |  
|3.4           |  |  |  | Second Amended and Restated Limited Liability Company Agreement of Memorial Production Partners GP LLC (incorporated by reference to Exhibit 3.4 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7,
2014).                                                                                 
|              |  |  
|4.1#          |  |  |  | Form of Restricted Unit Agreement under the Memorial Production Partners GP LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Registration Statement on Form S-8 (File No. 333-178493) filed on December 14,
2011).                                                                  



1



---

|     |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  |  
|4.2  |  |  |  | Indenture, dated April 17, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as trustee (incorporated by
reference to Exhibit 4.1 to Current Report on Form 8-K (File No. 001-35364) filed on April 17, 2013).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|     |  |  
|4.3  |  |  |  | First Supplemental Indenture, dated as of October 7, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein and U.S. Bank National Association, as
trustee (incorporated by reference to Exhibit 4.3 to Quarterly Report on Form 10-Q (File No. 001-35364) filed on November 7, 2013).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |  |  
|4.4  |  |  |  | Registration Rights Agreement, dated October 10, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as
representative of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K (File No. 001-35364) filed on October 10, 2013).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |  |  
|10.1 |  |  |  | Omnibus Agreement, dated as of December 14, 2011, by and among Memorial Production Partners LP, Memorial Production Partners GP LLC and Memorial Resource Development LLC (incorporated by reference to Exhibit 10.1 to Current
Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     |  |  
|10.2 |  |  |  | Credit Agreement, dated as of December 14, 2011, among Memorial Production Operating LLC, as borrower, Memorial Production Partners LP, as parent guarantor, Wells Fargo Bank, National Association, as administrative agent for
the lenders party thereto, JPMorgan Chase Bank, N.A., as syndication agent for the lenders party thereto, BNP Paribas, Citibank, N.A. and Comerica Bank, as co-documentation agents for the lenders party thereto, and the other lenders party thereto
(incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011), as amended by First Amendment to Credit Agreement, dated as of April 30, 2012 (incorporated by reference to Exhibit
10.1 to Quarterly Report on Form 10-Q (File No. 001-35364) filed on May 15, 2012), as further amended by Second Amendment to Credit Agreement, dated as of September 18, 2012 (incorporated by reference to Exhibit 10.1 to Current Report on
Form 8-K (File No. 001-35364) filed on September 19, 2012), as further amended by Third Amendment to Credit Agreement, dated as of December 3, 2012 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No.
001-35364) filed on December 4, 2012), as further amended by Fourth Amendment to Credit Agreement and First Amendment to Guaranty Agreement, dated as of March 8, 2013 (incorporated by reference to Exhibit 10.1 to Quarterly Report on Form
10-Q (File No. 001-35364) filed on May 10, 2013), as further amended by Fifth Amendment to Credit Agreement, dated as of March 19, 2013 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on
March 21, 2013), and as further amended by Sixth Amendment to Credit Agreement, dated as of September 26, 2013 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on October 1,
2013).
|     |  |  
|10.3 |  |  |  | Contribution, Conveyance and Assumption Agreement, dated as of December 14, 2011, by and among Memorial Resource Development LLC, BlueStone Natural Resource Holdings, LLC, BlueStone Natural Resources, LLC, Memorial Production
Partners GP LLC, Memorial Production Partners LP and Memorial Production Operating LLC (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     |  |  
|10.4 |  |  |  | Purchase and Sale Agreement, dated as of December 14, 2011, 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 (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K (File No. 001-35364) filed on December 15,
2011).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     



2



---

|        |  |   |  |                                                                                                                                                                                                                                                                                                                                                                                                        
|------- |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |  
|10.5    |  |  |  | Contribution, Conveyance and Assumption Agreement, dated as of December 14, 2011, 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 (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).       
|        |  |  
|10.6#   |  |  |  | Memorial Production Partners GP LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Current Report on Form 8-K (File No. 001-35364) filed on December 15, 2011).                                                                                                                                                                                                                
|        |  |  
|10.7    |  |  |  | Purchase Agreement, dated April 12, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as representative of the
several initial purchasers named therein (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on April 17, 2013).   
|        |  |  
|10.8    |  |  |  | Purchase Agreement, dated May 20, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as the initial purchaser
(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on May 23, 2013).                                                
|        |  |  
|10.9    |  |  |  | Purchase Agreement, dated October 7, 2013, by and among Memorial Production Partners LP, Memorial Production Finance Corporation, the subsidiary guarantors named therein, and Wells Fargo Securities, LLC, as representative of the
several initial purchasers named therein (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K (File No. 001-35364) filed on October 10, 2013).
|        |  |  
|21.1    |  |  |  | List of Subsidiaries of Memorial Production Partners LP (incorporated by reference to Exhibit 21.1 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                         
|        |  |  
|23.1    |  |  |  | Consent of KPMG LLP (incorporated by reference to Exhibit 23.1 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                                             
|        |  |  
|23.2    |  |  |  | Consent of Netherland, Sewell & Associates, Inc. (incorporated by reference to Exhibit 23.2 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                
|        |  |  
|31.1    |  |  |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 32.1 to Annual Report on Form 10-K (File No. 001-35364) filed on
March 7, 2014).                                                                                                                                                            
|        |  |  
|31.2    |  |  |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 32.1 to Annual Report on Form 10-K (File No. 001-35364) filed on
March 7, 2014).                                                                                                                                                            
|        |  |  
|31.3*   |  |   |  | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                  
|        |  |  
|31.4*   |  |   |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934.                                                                                                                                                                                                                                                                                  
|        |  |  
|32.1    |  |  |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (previously furnished as Exhibit 32.1 to Annual
Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                      
|        |  |  
|99.1    |  |  |  | Report of Netherland, Sewell & Associates, Inc. (incorporated by reference to Exhibit 99.1 to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                 
|        |  |  
|101.CAL |  |  |  | XBRL Calculation Linkbase Document (previously furnished as Exhibit 101.CAL to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                                
|        |  |  
|101.DEF |  |  |  | XBRL Definition Linkbase Document (previously furnished as Exhibit 101.DEF to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).                                                                                                                                                                                                                                                 



3



---

|        |  |   |  |                                                                                                                                                         
|------- |  | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |  
|101.INS |  |  |  | XBRL Instance Document (previously furnished as Exhibit 101.INS to Annual Report on Form10-K (File No. 001-35364) filed on March 7, 2014).              
|        |  |  
|101.LAB |  |  |  | XBRL Labels Linkbase Document (previously furnished as Exhibit 101.LAB to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).      
|        |  |  
|101.PRE |  |  |  | XBRL Presentation Linkbase Document (previously furnished as Exhibit 101.PRE to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).
|        |  |  
|101.SCH |  |  |  | XBRL Schema Document (previously furnished as Exhibit 101.SCH to Annual Report on Form 10-K (File No. 001-35364) filed on March 7, 2014).               



|* | Filed as an exhibit to this Annual Report on Form 10-K/A.
|- | ---------------------------------------------------------



|# | Management contract or compensatory plan or arrangement.
|- | --------------------------------------------------------



|## | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------



4