EX-10.1


 Exhibit 10.1 
  

 
  

THIRD AMENDMENT TO CREDIT AGREEMENT 

dated as of December 9, 2014 

among 
 Memorial
Resource Development Corp., 
 as Borrower, 

Bank of America, N.A., 

as Administrative Agent, 

Citibank, N.A., 
 as
Syndication Agent, 
 JPMorgan Chase Bank, N.A., BMO Harris Bank, N.A., Comerica Bank, 

Credit Agricole Corporate and Investment Bank, Natixis, MUFG Union 

Bank, N.A., and Wells Fargo Bank, National Association, 

as Co-Documentation Agents 

and 
 the Lenders party
hereto 
 Merrill Lynch, Pierce, Fenner & Smith Incorporated, 

Sole Lead Arranger and Sole Bookrunner 
  

 
  






 THIRD AMENDMENT TO CREDIT
AGREEMENT 
 This THIRD AMENDMENT TO
CREDIT AGREEMENT (this “Third Amendment”), dated as of December 9, 2014 (the “Third Amendment Effective Date”), is among MEMORIAL RESOURCE
DEVELOPMENT CORP., a corporation formed under the laws of the State of Delaware (the “Borrower”); each of the undersigned guarantors (together with the Borrower, collectively, the “Loan
Parties”); each of the Lenders that is a signatory hereto; and BANK OF AMERICA, N.A., as administrative agent for the Lenders (in such capacity, together with its successors, the
“Administrative Agent”). 
 Recitals 

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement dated as of June 18, 2014 (as
amended prior to the date hereof, the “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower. 

B. The parties hereto desire to enter into this Third Amendment to amend the Credit Agreement in certain respects including, without
limitation, to modify the Restricted Payments negative covenant as set forth herein, to be effective as of the Third Amendment Effective Date. 

C. Subject to and upon the terms and conditions set forth herein, the Lenders have agreed to enter this Third Amendment. 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 Section 1. Defined Terms. Each
capitalized term which is defined in the Credit Agreement, but which is not defined in this Third Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in
this Third Amendment refer to the Credit Agreement. 
 Section 2. Amendments. In reliance on the representations, warranties,
covenants and agreements contained in this Third Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Third Amendment Effective
Date in the manner provided in this Section 2. 
 2.1 Additional Definitions. Section 1.02 of the Credit Agreement
is hereby amended to add thereto in alphabetical order the following definitions which shall read in full as follows: 

“Third Amendment” means that certain Third Amendment to Credit Agreement dated as of December 9, 2014,
among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto. 
 “Third Amendment
Effective Date” means December 9, 2014. 

  
 1 







 2.2 Amended Definition. The definition of “Loan Documents” contained in
Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the
Notes, the Letter of Credit Agreements, the Letters of Credit, the Agency Fee Letter, and the Security Instruments. 
 2.3 Amendments to
Section 9.04 of the Credit Agreement. Section 9.04(a) of the Credit Agreement is hereby amended by (a) deleting the “and” at the end of clause (ii) thereof, (b) replacing the “.” at the end of clause
(iii) thereof with “; and”, and (c) adding the following new clause (iv) thereto which shall read in full as follows: 

(iv) the Borrower may repurchase Equity Interests issued by it; provided that (A) no Default or Event of Default
exists or results therefrom, (B) immediately after giving effect to such repurchase, Availability shall not be less than 15% of the total Commitments at such time, (C) the Borrower will be in pro forma compliance with all financial
covenants set forth in Section 9.01 immediately after giving effect to such repurchase, (D) the aggregate amount of such Restricted Payments made under this Section 9.04(a)(iv) shall not exceed $50,000,000, and
(E) any such repurchase must be made, if at all, on or prior to the first anniversary of the Third Amendment Effective Date. 

Section 3. Conditions Precedent. The effectiveness of the amendments to the Credit Agreement contained in Section 2
hereof is subject to the following: 
 3.1 The Administrative Agent shall have received counterparts of this Third Amendment from the
Loan Parties and the Majority Lenders. 
 3.2 The Administrative Agent shall have received all fees and other amounts due and payable on or
prior to the Third Amendment Effective Date. 
 3.3 No Default, Event of Default, or Borrowing Base Deficiency shall exist immediately prior
to or after giving effect to the amendments to the Credit Agreement contained in Section 2 hereof. 
 3.4 The Administrative
Agent shall have received such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request. 

The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of this Third Amendment, and such notice shall be
conclusive and binding. 
 Section 4. Representations and Warranties; Etc. Each Loan Party hereby affirms: (a) that as of
the date hereof, all of the representations and warranties contained in each Loan Document to which such Loan Party is a party are true and correct in all material respects as though made on and as of the date hereof (unless made as of a specific
earlier date, in which case, was true as of such date and except to the extent that any such representation and warranty 

  
 2 







 
is qualified by materiality, in which case such representation and warranty shall continue to be true and correct in all respects), (b) no Defaults exist under the Loan Documents or will,
after giving effect to this Third Amendment, exist under the Loan Documents and (c) no Material Adverse Effect has occurred. 

Section 5. Miscellaneous. 

5.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Third Amendment) shall remain in full force and
effect in accordance with its terms following the effectiveness of this Third Amendment. Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import
shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended hereby. 
 5.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties
hereby expressly (a) acknowledges the terms of this Third Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended hereby, (c) acknowledges,
renews and extends its continued liability under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended hereby, (d) ratifies and affirms all Liens granted by it pursuant to the Loan Documents to secure the
Indebtedness (except to the extent that such Liens have been released in accordance with the Loan Documents) and (e) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full
force and effect with respect to the Indebtedness. 
 5.3 Counterparts. This Third Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile or electronic (e.g., pdf) transmission shall
be effective as delivery of a manually executed original counterpart hereof. 
 5.4 No Oral Agreement. THIS
WRITTEN THIRD AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS
EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. 

5.5 Governing Law. THIS THIRD AMENDMENT (INCLUDING, BUT
NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK. 
 5.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent
for all of its out-of-pocket costs and expenses incurred in connection with this Third Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and
disbursements of counsel to the Administrative Agent. 

  
 3 







 5.7 Severability. Any provision of this Third Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 5.8 Successors and Assigns.
This Third Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

5.9 FATCA. For purposes of determining withholding Taxes imposed under FATCA, from and after the Third Amendment Effective Date, the
Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) the Credit Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation
Section 1.1471-2(b)(2)(i). 
 [Signature pages follow] 

  
 4 







 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed effective
as of the date first written above. 
  

							
	BORROWER:	 	MEMORIAL RESOURCE DEVELOPMENT CORP.,
		 	a Delaware corporation
			
		 	By:	 	 /s/ Andrew J. Cozby

		 	Name:	 	Andrew J. Cozby
		 	Title:	 	Senior Vice President and Chief Financial Officer
		
	GUARANTORS:	 	MEMORIAL RESOURCE FINANCE CORP.
		 	MRD OPERATING LLC
				
		 		 	By:	 	Memorial Resource Development Corp.,
		 		 		 	its sole member
		
		 	BETA OPERATING COMPANY, LLC
				
		 		 	By:	 	Memorial Resource Development Corp.,
		 		 		 	its sole member
		
		 	WILDHORSE RESOURCES, LLC
				
		 		 	By:	 	Memorial Resource Development Corp.,
		 		 		 	its sole member
				
		 		 	By:	 	 /s/ Andrew J. Cozby

		 		 	Name:	 	Andrew J. Cozby
		 		 	Title:	 	Senior Vice President and Chief Financial Officer
		
		 	CLASSIC HYDROCARBONS GP CO., L.L.C.
		 	CLASSIC HYDROCARBONS HOLDINGS, L.P.
				
		 		 	By:	 	Classic Hydrocarbons GP Co., L.L.C.,
		 		 		 	its general partner
				
		 		 	By:	 	 /s/ Andrew J. Cozby

		 		 	Name:	 	Andrew J. Cozby
		 		 	Title:	 	Vice President, Finance
		
		 	CLASSIC OPERATING CO. LLC
				
		 		 	By:	 	Classic Hydrocarbons, Inc.,
		 		 		 	its sole member
		
		 	CLASSIC HYDROCARBONS OPERATING, LLC
		 	CLASSIC HYDROCARBONS, INC.
		 	CRATON ENERGY GP III, LLC
		 	CRATON ENERGY HOLDINGS III, LP
				
		 		 	By:	 	Craton Energy GP III, LLC,
		 		 		 	its general partner
			
		 	By:	 	 /s/ Andrew J. Cozby

		 	Name:	 	Andrew J. Cozby
		 	Title:	 	Treasurer

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	ADMINISTRATIVE AGENT	 		 	BANK OF AMERICA, N.A., as Administrative Agent
	AND LENDER:	 		 		 	
				
		 		 	By:	 	 /s/ Christine Trotter

		 		 	Name:	 	Christine Trotter
		 		 	Title:	 	Assistant Vice President
			
		 		 	BANK OF AMERICA, N.A., as a Lender
				
		 		 	By:	 	 /s/ Raza Jafferi

		 		 	Name:	 	Raza Jafferi
		 		 	Title:	 	Vice President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	LENDER:	 		 	CITIBANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Phillip Ballard

		 		 	Name:	 	Phillip Ballard
		 		 	Title:	 	Vice-President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







					
	LENDER:	 	JPMORGAN CHASE BANK, N.A., as a Lender
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







					
	LENDER:	 	BMO HARRIS BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Matthew L. Davis

		 	Name:	 	Matthew L. Davis
		 	Title:	 	Vice President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







					
	LENDER:	 	COMERICA BANK, as a Lender
			
		 	By:	 	 /s/ Jeff Treadway

		 	Name:	 	Jeff Treadway
		 	Title:	 	Senior Vice President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







					
	LENDER:	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  

			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	LENDER:	 		 	NATIXIS, as a Lender
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  

				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  


 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	LENDER:	 		 	MUFG UNION BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Stacy Goldstein

		 		 	Name:	 	Stacy Goldstein
		 		 	Title:	 	Vice President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	LENDER:	 		 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
		 		 	as a Lender
				
		 		 	By:	 	 /s/ Shiloh Davila

		 		 	Name:	 	Shiloh Davila
		 		 	Title:	 	Vice President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	LENDER:	 		 	BARCLAYS BANK PLC, as a Lender
				
		 		 	By:	 	  

		 		 	Name:	 	  

		 		 	Title:	 	  


 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	LENDER:	 		 	ING CAPITAL LLC, as a Lender
				
		 		 	By:	 	 /s/ Juli Bieser

		 		 	Name:	 	Juli Bieser
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Michael Price

		 		 	Name:	 	Michael Price
		 		 	Title:	 	Managing Director

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







							
	LENDER:	 		 	ROYAL BANK OF CANADA, as a Lender
				
		 		 	By:	 	 /s/ Mark Lumpkin, Jr.

		 		 	Name:	 	Mark Lumpkin, Jr.
		 		 	Title:	 	Authorized Signatory

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







					
	LENDER:	 	 COMMONWEALTH BANK OF AUSTRALIA, as a Lender


					
			
		 	By:	 	  

		 	Name:	 	  

		 	Title:	 	  


 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







					
	LENDER:	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
			
		 	By:	 	 /s/ Tony Alexander

		 	Name:	 	Tony Alexander
		 	Title:	 	Vice President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.] 







					
	LENDER:	 	ASSOCIATED BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Farhan Iqbal

		 	Name:	 	Farhan Iqbal
		 	Title:	 	Senior Vice President

 [Signature Page to Third Amendment to Credit Agreement 

Memorial Resource Development Corp.]