EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
  

 
  

 
 



 
 ELEVENTH AMENDMENT TO CREDIT
AGREEMENT 
 dated as of October 28, 2016 

among 
 Memorial
Production Operating LLC, 
 as Borrower, 

The Guarantors Party Hereto, 

Wells Fargo Bank, National Association, 

as Administrative Agent, 

JPMorgan Chase Bank, N.A., 

as Syndication Agent, 

Royal Bank of Canada, Citizens Bank, N.A., MUFG Union Bank, N.A. f/k/a Union Bank, 

N.A., and 
 Comerica Bank,

 as Co-Documentation Agents, 

and 
 The Lenders Party
Hereto 
  
  

Wells Fargo Securities, LLC and J.P. Morgan Securities LLC 

Co-Lead Arrangers and Joint Bookrunners 
  

 
  






 ELEVENTH AMENDMENT TO CREDIT AGREEMENT 
 This ELEVENTH
AMENDMENT TO CREDIT AGREEMENT (this “Eleventh Amendment”), dated as of October 28, 2016 (the “Eleventh Amendment Effective Date”), is among
MEMORIAL PRODUCTION OPERATING LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”); MEMORIAL PRODUCTION
PARTNERS LP, a limited partnership formed under the laws of the State of Delaware (the “Parent”); each of the other undersigned guarantors (together with the Borrower and the Parent, collectively, the “Loan
Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity,
together with its successors, the “Administrative Agent”). 
 Recitals 

A.        The Borrower, the Parent, the Administrative Agent and the Lenders are
parties to that certain Credit Agreement dated as of December 14, 2011 (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
Borrower, the Parent, the Administrative Agent and the Lenders desire to (i) amend certain terms and provisions of the Credit Agreement to add a new Event of Default with respect to certain payments in connection with the Permitted Senior Unsecured
Notes, (ii) reflect the reduction of the Borrowing Base from $925,000,000 to $740,000,000, to be effective as of the Eleventh Amendment Effective Date, and (iii) reflect the further reduction of the Borrowing Base from $740,000,000 to $720,000,000,
to be effective as of December 1, 2016. 
 C.        NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, for 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 Eleventh Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this
Eleventh Amendment refer to the Credit Agreement. 

Section 2.        Amendments as of the Eleventh Amendment Effective
Date.   In reliance on the representations, warranties, covenants and agreements contained in this Eleventh Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit
Agreement shall be amended effective as of the Eleventh Amendment Effective Date in the manner provided in this Section 2. 

2.1        Additional Definition.   Section 1.02 of the Credit
Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows: 

“Liquidity” means, as of any date of determination, the sum of (a)
unrestricted cash and Cash Equivalents of the Borrower and the other Loan Parties on such date (including cash and Cash Equivalents held in an account 

  
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subject to the Administrative Agent’s Lien securing the Loan Parties’ obligations under the Loan Documents) plus (b) Availability on such date, provided that if a
Borrowing Base Deficiency exists on such date, “Liquidity” means (x) unrestricted cash and Cash Equivalents of the Borrower and the other Loan Parties on such date (including cash and Cash Equivalents held in an account subject to the
Administrative Agent’s Lien securing the Loan Parties’ obligations under the Loan Documents) minus (y) the Borrowing Base Deficiency on such date. 

2.2        Amendment to Section 10.01 of the Credit
Agreement.   Section 10.01 of the Credit Agreement is hereby amended by (a) deleting the “or” at the end of clause (n) thereof, (b) replacing the “.” at the end of clause (o) thereof with “; or” and
(c) adding the following new clause (p) to the end thereof which shall read in full as follows: 

(p)        notwithstanding any provision herein to
the contrary, any Loan Party or Subsidiary of a Loan Party calls, makes or offers to make any Redemption of, or otherwise makes any payment of principal, accrued interest, fees, expense reimbursements or other amounts under or with respect to any
Permitted Senior Unsecured Notes when, after giving pro forma effect to such Redemption or payment, Liquidity is less than $30,000,000. 

Section 3.        Borrowing Base Redetermination and Reduction in Aggregate
Elected Commitment Amounts.
 3.1       In reliance on the representations,
warranties, covenants and agreements contained in this Eleventh Amendment, the Borrowing Base (a) is hereby reduced from $925,000,000 to $740,000,000 effective as of the Eleventh Amendment Effective Date and (b) shall be further reduced from
$740,000,000 to $720,000,000 effective as of December 1, 2016 unless an Interim Redetermination or other adjustment to the Borrowing Base, in each case made in accordance with the terms of the Credit Agreement, occurs after the Eleventh Amendment
Effective Date and prior to December 1, 2016. The Borrowing Base shall remain at the applicable level until the next Scheduled Redetermination, the next Interim Redetermination or other adjustment to the Borrowing Base thereafter, whichever
occurs first pursuant to the Credit Agreement. The redetermination of the Borrowing Base provided for in this Section 3.1 shall be deemed to be the Scheduled Redetermination scheduled for on or about October 1, 2016 for purposes of
Section 2.07 of the Credit Agreement. 
 3.2       Pursuant to Section 2.06(c)(viii) of
the Credit Agreement, the Aggregate Elected Commitment Amounts are automatically reduced (ratably among the Lenders in accordance with each Lender’s Applicable Percentage) to (a) $740,000,000 on the Eleventh Amendment Effective Date and (b)
$720,000,000 on December 1, 2016 unless an Interim Redetermination or other adjustment to the Borrowing Base, in each case made in accordance with the terms of the Credit Agreement, occurs after the Eleventh Amendment Effective Date and prior to
December 1, 2016, and Annex I to the Credit Agreement shall be deemed amended to reflect such amendments to each Lender’s Elected Commitment and the Aggregate Elected Commitment Amounts. 

  
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 Section 4.        Conditions
Precedent to this Eleventh Amendment.  The effectiveness of the amendments to the Credit Agreement contained in Section 2 hereof is subject to the following: 

4.1        The Administrative Agent shall have received counterparts of this Eleventh
Amendment from the Loan Parties and the Required Lenders. 
 4.2        The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Eleventh Amendment Effective Date. 

4.3        All fees and expenses due and owing to Linklaters LLP, Opportune LLP and
Vinson & Elkins LLP invoiced prior to the Eleventh Amendment Effective Date shall have been paid or reimbursed by the Borrower. 

4.4        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 or the redetermination of the Borrowing Base provided for in Section 3 hereof. 

4.5        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 Eleventh Amendment, and such notice shall be conclusive and binding.

Section 5.        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 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 Eleventh Amendment, exist under the Loan Documents and (c) no Material Adverse Effect has occurred. 

Section 6.        Miscellaneous. 

6.1        Confirmation and Effect.   The provisions of the
Credit Agreement (as amended by this Eleventh Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Eleventh 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. This Eleventh Amendment is a Loan Document for all purposes under the Loan
Documents.

  
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 6.2        Ratification and
Affirmation of Loan Parties.  Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Eleventh 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, as amended hereby, remains in full force and effect with respect to the Indebtedness.

6.3        Counterparts.  This Eleventh 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 Eleventh Amendment by facsimile or electronic (e.g.,
pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof. 

6.4        No Oral
Agreement.      THIS WRITTEN ELEVENTH 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. 

6.5        Governing Law.  THIS
ELEVENTH 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. 

6.6        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 Eleventh 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. 

6.7        Severability.  Any provision of this Eleventh 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. 

6.8        Successors and Assigns.  This Eleventh Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 [Signature pages
follow] 

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

											
	BORROWER:	 		 	MEMORIAL PRODUCTION OPERATING LLC,
		 		 	a Delaware limited liability company
					
		 		 		 	By:	 	 Memorial Production Partners LP, its sole member

					
		 		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

						
		 		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 		 	Title:	 	Chief Financial Officer
			
	GUARANTORS:	 		 	MEMORIAL PRODUCTION PARTNERS LP,
		 		 	a Delaware limited partnership
					
		 		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

						
		 		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 		 	Title:	 	Chief Financial Officer
			
		 		 	COLUMBUS ENERGY, LLC,
		 		 	a Delaware limited liability company
					
		 		 		 	By:	 	 Memorial Production Operating LLC, its sole member

					
		 		 		 	By:	 	 Memorial Production Partners LP, its sole member

					
		 		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

						
		 		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 		 	Title:	 	Chief Financial Officer


  
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		 	WHT ENERGY PARTNERS LLC, a Delaware limited liability company
				
		 		 	By:	 	 Memorial Production Operating LLC, its sole member

				
		 		 	By:	 	 Memorial Production Partners LP, its sole member

				
		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

					
		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 	Title:	 	Chief Financial Officer
		
		 	RISE ENERGY OPERATING, LLC, a Delaware limited liability company
				
		 		 	By:	 	 Memorial Production Operating LLC, its sole member

				
		 		 	By:	 	 Memorial Production Partners LP, its sole member

				
		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

					
		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 	Title:	 	Chief Financial Officer


  
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		 	RISE ENERGY MINERALS, LLC, a Delaware limited liability company
				
		 		 	By:	 	 Rise Energy Operating, LLC, its sole member

				
		 		 	By:	 	 Memorial Production Operating LLC, its sole member

				
		 		 	By:	 	 Memorial Production Partners LP, its sole member

				
		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

					
		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 	Title:	 	Chief Financial Officer
		
		 	RISE ENERGY BETA, LLC, a Delaware limited liability company
				
		 		 	By:	 	 Rise Energy Operating, LLC, its sole member

				
		 		 	By:	 	 Memorial Production Operating LLC, its sole member

				
		 		 	By:	 	 Memorial Production Partners LP, its sole member

				
		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

					
		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 	Title:	 	Chief Financial Officer


  
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		 	MEMORIAL PRODUCTION FINANCE CORPORATION, a Delaware corporation
					
		 		 	By:   	 	 /s/ Robert L. Stillwell, Jr.
	 	
		 		 	Name: Robert L. Stillwell, Jr.	 	
		 		 	Title:  Chief Financial Officer	 	


									
		
		 	WHT CARTHAGE LLC, a Delaware limited liability company
				
		 		 	By:	 	 WHT Energy Partners LLC, its sole member

				
		 		 	By:	 	 Memorial Production Operating LLC, its sole member

				
		 		 	By:	 	 Memorial Production Partners LP, its sole member

				
		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

					
		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 	Title:	 	Chief Financial Officer
		
		 	 MEMORIAL ENERGY SERVICES LLC,
 a
Delaware limited liability company

				
		 		 	By:	 	 Memorial Production Operating LLC, its sole member

				
		 		 	By:	 	 Memorial Production Partners LP, its sole member

				
		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

					
		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 	Name:	 	Robert L. Stillwell, Jr.
		 		 		 	Title:	 	Chief Financial Officer


  
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		 	MEMORIAL MIDSTREAM LLC,	 	
		 	a Texas limited liability company	 	
				
		 		 	By:	 	 Memorial Production Operating LLC, its sole member

				
		 		 	By:	 	 Memorial Production Partners LP, its sole member

				
		 		 	By:	 	 Memorial Production Partners GP LLC, its general partner

					
		 		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 		 	Name:	 	Robert L. Stillwell, Jr.	 	
		 		 		 	Title:	 	Chief Financial Officer	 	
		
		 	SAN PEDRO BAY PIPELINE COMPANY, a California corporation
				
		 		 	By:  /s/ Robert L. Stillwell, Jr.                    	 	
		 		 	Name: Robert L. Stillwell, Jr.	 	
		 		 	Title:   Chief Financial Officer	 	


  
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		 	MEMP SERVICES LLC
				
		 	By:	 	 Memorial Production Partners LP,
 its sole
member
	 	
				
		 	By:	 	 Memorial Production Partners GP LLC,
 its
general partner
	 	
			
		 	By:   /s/ Robert L. Stillwell, Jr.                    	 	
		 	Name: Robert L. Stillwell, Jr.	 	
		 	Title:  Chief Financial Officer	 	
		
		 	BETA OPERATING COMPANY, LLC
				
		 	By:	 	 Memorial Production Operating LLC,
 its sole
member
	 	
				
		 	By:	 	 Memorial Production Partners LP,
 its sole
member
	 	
				
		 	By:	 	 Memorial Production Partners GP LLC,
 its
general partner
	 	
			
		 	By:   /s/ Robert L. Stillwell, Jr.                    	 	
		 	Name: Robert L. Stillwell, Jr.	 	
		 	Title:  Chief Financial Officer	 	
		
		 	MEMORIAL PRODUCTION PARTNERS GP LLC
			
		 	By:   /s/ Robert L. Stillwell, Jr.                    	 	
		 	Name: Robert L. Stillwell, Jr.	 	
		 	Title:  Chief Financial Officer


  
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 ADMINISTRATIVE AGENT AND LENDER: 

 

							
		 	WELLS FARGO BANK, NATIONAL ASSOCIATION,
		 	as Administrative Agent, Issuing Bank and a Lender
				
		 	By:	 	 /s/ Bryan McDavid
	 	
		 	Name:	 	Bryan McDavid	 	
		 	Title:	 	Director	 	


  
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	LENDER:	 		 	ASSOCIATED BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ Brian Caddell
		 		 	Name: Brian Caddell
		 		 	Title: Senior Vice President


  
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	LENDER:	 		 	BARCLAYS BANK PLC, as a Lender
				
		 		 	By:	 	/s/ Christopher Aitkin
		 		 	Name: Christopher Aitkin
		 		 	Title: Assistant Vice President


  
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	LENDER:	 		 	BRANCH BANKING AND TRUST COMPANY, as a Lender
				
		 		 	By:	 	/s/ Robert Kret
		 		 	Name: Robert Kret
		 		 	Title: AVP


  
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	LENDER:	 		 	BMO HARRIS BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ James V. Ducote
		 		 	Name: James V. Ducote
		 		 	Title:   Managing Director


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


  
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	LENDER:	 		 	CADENCE BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ Anthony Blanco
		 		 	Name: Anthony Blanco
		 		 	Title: Vice President


  
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	LENDER:	 		 	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	/s/ Charles D. Mulkeen


							
		 		 	 Name: Charles D. Mulkeen
		 		 	 Title:	 	   Executive Director


  
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	LENDER:	 		 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	/s/ Michael Higgins
		 		 	Name: Michael Higgins
		 		 	Title: Senior Director


  
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	LENDER:	 		 	CARGILL, INCORPORATED, as a Lender
				
		 		 	By:	 	/s/ Tyler R. Smith
		 		 	Name: Tyler R. Smith
		 		 	Title: Authorized Signer


  
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	LENDER:	 		 	CITIBANK, N.A., as a Lender
				
		 		 	By:	 	/s/ Peter Baumann
		 		 	Name: Peter Baumann
		 		 	Title: Managing Director


  
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	LENDER:	 		 	CITIZENS BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ David W. Stack
		 		 	Name: David W. Stack
		 		 	Title: Senior Vice President


  
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	LENDER:	 		 	COMPASS BANK, as a Lender
				
		 		 	By:	 	/s/ William H. Douning
		 		 	Name: William H. Douning
		 		 	Title: Sr. Vice President


  
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	LENDER:	 		 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
				
		 		 	By:	 	/s/ Yuriy A. Tsyganov
		 		 	Name: Yuriy A. Tsyganov
		 		 	Title: Director
				
		 		 	By:	 	/s/ Kathleen Sweeney
		 		 	Name: Kathleen Sweeney
		 		 	Title: Managing Director


  
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	LENDER:	 		 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	/s/ Dusan Lazarov
		 		 	Name: Dusan Lazarov
		 		 	Title: Director
				
		 		 	By:	 	/s/ Benjamin Souh
		 		 	Name: Benjamin Souh
		 		 	Title: Vice President


  
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	LENDER:	 		 	GOLDMAN SACHS BANK USA, as a Lender
				
		 		 	By:	 	/s/ George Kevin
		 		 	Name: George Kevin
		 		 	Title: Authorized Signatory


  
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	LENDER:	 		 	ING CAPITAL LLC, as a Lender
				
		 		 	By:	 	/s/ Josh Strong
		 		 	Name: Josh Strong
		 		 	Title:   Director
				
		 		 	By:	 	/s/ Charles Hall
		 		 	Name: Charles Hall
		 		 	Title: Managing Director


  
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	LENDER:	 		 	JPMORGAN CHASE BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ Theresa M. Benson
		 		 	Name: Theresa M. Benson
		 		 	Title: Authorized Officer


  
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	LENDER:	 		 	MUFG UNION BANK, N.A. f/k/a UNION BANK, N.A., as a Lender
				
		 		 	By:	 	/s/ Paul E. Cornell
		 		 	Name: Paul E. Cornell
		 		 	Title: Managing Director


  
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	LENDER:	 		 	NATIXIS, NEW YORK BRANCH, as a Lender
			
		 		 	 By: /s/ Brice Le Foyer

		 		 	Name: Brice Le Foyer
		 		 	Title: Director
			
		 		 	 By: /s/ Vikram Nath

		 		 	Name: Vikram Nath
		 		 	Title: Vice President


  
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	LENDER:	 		 	REGIONS BANK, as a Lender
				
		 		 	By:	 	/s/ Daniel G. Steele
		 		 	Name: Daniel G. Steele
		 		 	Title:   Managing Director


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


  
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	LENDER:	 		 	SUNTRUST BANK, as a Lender
				
		 		 	By:	 	/s/ William S. Krueger
		 		 	Name: William S. Krueger
		 		 	Title: First Vice President


  
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PAGE TO ELEVENTH AMENDMENT TO CREDIT AGREEMENT – 

MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	UBS AG, STAMFORD BRANCH, as a Lender
				
		 		 	By:	 	/s/ Darlene Arias
		 		 	Name: Darlene Arias
		 		 	Title:   Director
				
		 		 	By:	 	/s/ Kenneth Chin
		 		 	Name: Kenneth Chin
		 		 	Title:   Director


  
 [SIGNATURE
PAGE TO ELEVENTH AMENDMENT TO CREDIT AGREEMENT – 

MEMORIAL PRODUCTION OPERATING LLC] 







 Annex I 

LIST OF MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS 

as of Eleventh Amendment Effective Date 
  

							
	Name of Lender	  	 Applicable

Percentage
	 	
Maximum Credit 

Amount 
	  	 Elected Commitment
	Wells Fargo Bank, National Association	  	6.94444444%	 	$138,888,888.90 	  	 $51,388,888.88
	JPMorgan Chase Bank, N.A.	  	6.94444444%	 	$138,888,888.90 	  	 $51,388,888.88
	Bank of America, N.A.	  	6.94444444%	 	$138,888,888.90 	  	 $51,388,888.88
	Citibank, N.A.	  	6.94444444%	 	$138,888,888.90 	  	 $51,388,888.88
	Barclays Bank PLC	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	Compass Bank	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	Canadian Imperial Bank of Commerce, New York Branch    	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	Comerica Bank	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	Credit Agricole Corporate and Investment Bank	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	ING Capital LLC	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	Natixis, New York Branch	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	Royal Bank of Canada	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	MUFG Union Bank, N.A. f/k/a Union Bank, N.A.	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	U.S. Bank National Association	  	4.16666667%	 	$83,333,333.33 	  	 $30,833,333.34
	Capital One, National Association	  	3.47222222%	 	$69,444,444.44 	  	 $25,694,444.45
	UBS AG, Stamford Branch	  	3.47222222%	 	$69,444,444.44 	  	 $25,694,444.45
	BMO Harris Bank, N.A.	  	2.56944444%	 	$51,388,888.89 	  	 $19,013,888.89
	Branch Banking and Trust Company    	  	2.56944444%	 	$51,388,888.89 	  	 $19,013,888.89
	Santander Bank, N.A.	  	2.56944444%	 	$51,388,888.89 	  	 $19,013,888.89
	Citizens Bank, N.A.	  	2.56944444%	 	$51,388,888.89 	  	 $19,013,888.89
	Regions Bank	  	2.34640239%	 	$46,928,047.83 	  	 $17,363,377.70
	Deutsche Bank AG New York Branch	  	2.09804205%	 	$41,960,841.06 	  	 $15,525,511.19
	Associated Bank, N.A	  	1.87500000%	 	$37,500,000.00 	  	 $13,875,000.00
	Cadence Bank, N.A.	  	1.87500000%	 	$37,500,000.00 	  	 $13,875,000.00
	ZB, N.A. dba Amegy Bank	  	1.87500000%	 	$37,500,000.00 	  	 $13,875,000.00
	SunTrust Bank	  	1.87500000%	 	$37,500,000.00 	  	 $13,875,000.00
	Goldman Sachs Bank USA	  	1.04166667%	 	$20,833,333.33 	  	 $7,708,333.33
	Cargill, Incorporated	  	0.34722222%	 	$6,944,444.44 	  	 $2,569,444.45
	
TOTAL
	  	100.00000000%	 	$2,000,000,000.00 	  	 $740,000,000.00


  
 ANNEX
I–1 







 LIST OF MAXIMUM CREDIT AMOUNTS AND ELECTED COMMITMENTS 

as of December 1, 2016 
  

							
	Name of Lender	  	 Applicable

Percentage
	 	
Maximum Credit 

Amount 
	  	 Elected Commitment
	Wells Fargo Bank, National Association	  	6.94444444%	 	$138,888,888.90 	  	 $50,000,000.00
	JPMorgan Chase Bank, N.A.	  	6.94444444%	 	$138,888,888.90 	  	 $50,000,000.00
	Bank of America, N.A.	  	6.94444444%	 	$138,888,888.90 	  	 $50,000,000.00
	Citibank, N.A.	  	6.94444444%	 	$138,888,888.90 	  	 $50,000,000.00
	Barclays Bank PLC	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	Compass Bank	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	Canadian Imperial Bank of Commerce, New York Branch    	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	Comerica Bank	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	Credit Agricole Corporate and Investment Bank	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	ING Capital LLC	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	Natixis, New York Branch	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	Royal Bank of Canada	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	MUFG Union Bank, N.A. f/k/a Union Bank, N.A.	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	U.S. Bank National Association	  	4.16666667%	 	$83,333,333.33 	  	 $30,000,000.00
	Capital One, National Association	  	3.47222222%	 	$69,444,444.44 	  	 $25,000,000.00
	UBS AG, Stamford Branch	  	3.47222222%	 	$69,444,444.44 	  	 $25,000,000.00
	BMO Harris Bank, N.A.	  	2.56944444%	 	$51,388,888.89 	  	 $18,500,000.00
	Branch Banking and Trust Company    	  	2.56944444%	 	$51,388,888.89 	  	 $18,500,000.00
	Santander Bank, N.A.	  	2.56944444%	 	$51,388,888.89 	  	 $18,500,000.00
	Citizens Bank, N.A.	  	2.56944444%	 	$51,388,888.89 	  	 $18,500,000.00
	Regions Bank	  	2.34640239%	 	$46,928,047.83 	  	 $16,894,097.22
	Deutsche Bank AG New York Branch	  	2.09804205%	 	$41,960,841.06 	  	 $15,105,902.78
	Associated Bank, N.A	  	1.87500000%	 	$37,500,000.00 	  	 $13,500,000.00
	Cadence Bank, N.A.	  	1.87500000%	 	$37,500,000.00 	  	 $13,500,000.00
	ZB, N.A. dba Amegy Bank	  	1.87500000%	 	$37,500,000.00 	  	 $13,500,000.00
	SunTrust Bank	  	1.87500000%	 	$37,500,000.00 	  	 $13,500,000.00
	Goldman Sachs Bank USA	  	1.04166667%	 	$20,833,333.33 	  	 $7,500,000.00
	Cargill, Incorporated	  	0.34722222%	 	$6,944,444.44 	  	 $2,500,000.00
	
TOTAL
	  	100.00000000%	 	$2,000,000,000.00 	  	 $720,000,000.00


  
 ANNEX
I–2