On December 3, 2012, Memorial Production Partners LP (the "Partnership"), Memorial Production Operating LLC ("Operating"), Wells Fargo Bank, National Association, as administrative agent (the "Administrative Agent"), and the other parties thereto entered into a third amendment to the Credit Agreement, dated as of December 14, 2011 (as amended by the First Amendment to Credit Agreement and Second Amendment to Credit Agreement, the "Credit Agreement"), by and among the Partnership, Operating, the Administrative Agent, JPMorgan Chase Bank, N.A., as syndication agent for the lenders party thereto, Royal Bank of Canada, The Royal Bank of Scotland plc, Union Bank, N.A. and Comerica Bank, as co-documentation agents for the lenders party thereto, and the other lenders party thereto (the "Third Amendment"). The Third Amendment, among other things, (i) increases the Borrowing Base (as defined in the Credit Agreement) to $460,000,000 upon consummation of the previously announced acquisition of Rise Energy Operating, LLC, which owns certain operating interests in producing and non-producing oil and gas properties offshore Southern California, from Rise Energy Partners, LP ("Rise") (the "Acquisition") and (ii) provides the Partnership with the ability, if necessary, to incur certain indebtedness represented by notes payable to Rise in connection with the Acquisition.

The foregoing summary of the Third Amendment does not purport to be complete, and is qualified in its entirety by reference to the Third Amendment filed as Exhibit 10.1 hereto and incorporated herein by reference.

The description of the Third Amendment above under Item 1.01 is incorporated in this Item 2.03 by reference. A copy of the Third Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d) Exhibits.

Exhibit Number                                 Description

     10.1          Third Amendment to Credit Agreement, dated as of December 3, 2012,
                   by and among Memorial Production Partners LP, Memorial Production
                   Operating LLC, 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,
                   Royal Bank of Canada, The Royal Bank of Scotland plc, Union Bank,
                   N.A. and Comerica Bank, as co-documentation agents for the lenders
                   party thereto, and the other lenders party thereto