EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
 FIRST
AMENDMENT TO LIMITED WAIVER 
 This FIRST AMENDMENT TO LIMITED WAIVER (this “Agreement”), dated as of November 30, 2016
(the “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 (each, a “Consenting Lender” and, collectively, the “Consenting Lenders”); 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, restated, amended and restated supplemented or otherwise modified from time to time, 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
other Loan Parties, the Administrative Agent and certain Lenders entered into that certain Limited Waiver and Twelfth Amendment to Credit Agreement, dated as of November 1, 2016 (the “Original Limited Waiver”), pursuant to which the
Administrative Agent and the Lenders agreed to a limited waiver of the Prospective Defaults (as defined in the Original Limited Waiver) for the duration of the period commencing on the Waiver Effective Date (as defined in the Original Limited
Waiver) and ending on November 30, 2016 at 5:00 p.m., New York City time (the “Original Waiver Period”), upon the terms set forth in the Original Limited Waiver, without waiving any of their other rights or remedies; 

C.    The Borrower has requested that the Administrative Agent and the Lenders extend the Original Waiver Period; 

D.    The extension of the Original Waiver Period by the Administrative Agent and the Lenders as provided for in this
Agreement shall result in direct and tangible benefits to the Borrower and the other Loan Parties; 
 E.    The
Administrative Agent and the Lenders are willing to extend the Original Waiver Period, subject to the terms and conditions set forth herein; and 

F.    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 or the
Original Limited Waiver, but which is not defined in this Agreement, shall have the meaning ascribed such term in the Credit Agreement or Original Limited Waiver, as applicable. 

Section 2.    Amendments to Original Limited Waiver. In reliance on the representations, warranties,
covenants, and agreements contained in this Agreement, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Original Limited Waiver shall be amended as of the Amendment Effective Date in the manner
provided in this Section 2. 






 2.1    Amendment to Section 3 of the Original Limited Waiver. The
date “November 30, 2016” in Section 3 of the Original Limited Waiver shall be deleted and replaced with “December 16, 2016”. 

2.2    Amendment to Section 3(m) of the Original Limited Waiver. Section 3(m) of the Original Limited Waiver
is hereby amended and restated in its entirety to read in full as follows: 
 (m) Expenses. The Borrower shall pay each
Lender’s reasonable and documented out-of-pocket fees and expenses incurred prior to the Amendment Effective Date (as defined in the First Amendment to Limited Waiver, dated as of November 30, 2016 (the “Waiver Amendment”),
among the Borrower, the other Loan Parties, the Administrative Agent and the Lenders), in connection with the Eleventh Amendment, October 2016 Borrowing Base Redetermination, this Waiver, and the Waiver Amendment, in an aggregate amount not to
exceed $150,000 for all such Lenders, within three Business Days of receipt of an invoice from such Lender. 

Section 3.    Conditions Precedent to this Agreement. The effectiveness of the amendments contained in
Section 2 hereof is subject to the following: 
 (a)    The Administrative Agent shall have received counterparts
of this Agreement from the Loan Parties and the Majority Lenders. 
 (b)    (i) All fees and expenses incurred prior to
the Amendment Effective Date due and owing to Linklaters LLP, Opportune LLP and Vinson & Elkins LLP and (ii) all out of pocket fees and expenses incurred by any Lender prior to the Amendment Effective Date which are due and owing pursuant to the
Original Limited Waiver or this Agreement, in each case invoiced prior to the Amendment Effective Date, shall have been paid or reimbursed by the Borrower. 

(c)    No Default (other than the Prospective Defaults), Event of Default (other than the Prospective Defaults) or
Borrowing Base Deficiency shall exist immediately prior to or after giving effect to this Agreement. 
 (d)    The
Borrower shall have, and shall have caused the other Loan Parties to, grant to the Administrative Agent as security for the Indebtedness a first-priority Lien interest on additional Oil and Gas Properties of the Loan Parties not already subject to a
Lien pursuant to the Security Instruments as required by Section 6 of the Original Limited Waiver. 
 The Administrative Agent shall notify
the Borrower and the Lenders of the effectiveness of this Agreement, and such notice shall be conclusive and binding. 

Section 4.    Representations and Warranties; Etc. Each Loan Party hereby affirms, subject to the Prospective
Defaults: (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 Agreement, exist under the Loan Documents and (c) no Material Adverse Effect has occurred. 

  
 2 







 Section 5.    Miscellaneous. 

5.1.    Confirmation and Effect. The provisions of the Original Limited Waiver (as amended and modified by
this Agreement) shall remain in full force and effect in accordance with its terms following the effectiveness of this Agreement. The provisions of each of the Credit Agreement and other Loan Documents shall remain in full force and effect in
accordance with its terms following the effectiveness of this Agreement. Each reference in the Original Limited Waiver to “this Waiver”, “hereunder”, “hereof”, “herein”, or words of like import shall mean
and be a reference to the Original Limited Waiver as amended and modified hereby, and each reference to the Original Limited Waiver 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 Original Limited Waiver as amended and modified hereby. This Agreement is a Loan Document for all purposes under the Loan Documents. 

5.2.    Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a)
acknowledges the terms of this Agreement, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended and modified 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 and modified 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 and modified hereby, remains in full
force and effect with respect to the Indebtedness. 
 5.3.    Counterparts. This Agreement 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 Agreement 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 AGREEMENT, 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 AGREEMENT (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 Agreement, 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. 

5.7.    Severability. Any provision of this Agreement 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. 

  
 3 







 5.8.    Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

5.9.    Release. EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS (EACH
OF THE FOREGOING, COLLECTIVELY, THE “RELEASING PARTIES”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS AGREEMENT, NONE OF THE RELEASING PARTIES HAS ANY CLAIMS, CAUSES OF ACTION, DEMANDS OR LIABILITIES OF ANY KIND
WHATSOEVER, WHETHER DIRECT OR INDIRECT, FIXED OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED, DISPUTED OR UNDISPUTED, KNOWN OR UNKNOWN, AGAINST, OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE INDEBTEDNESS OR ANY
LIENS OR SECURITY INTERESTS OF, IN EACH CASE WHICH ARISE OUT OF OR ARE RELATED TO THE INDEBTEDNESS OR ANY OF THE LOAN DOCUMENTS (EACH, A “RELEASED CLAIM”), THE ADMINISTRATIVE AGENT, THE ISSUING BANK, THE OTHER SECURED PARTIES OR ANY
OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, OR AGAINST ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “RELEASED PARTIES”). IN PARTIAL
CONSIDERATION FOR THE AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO TO ENTER INTO THIS AGREEMENT, EACH OF THE RELEASING PARTIES HEREBY UNCONDITIONALLY WAIVES AND FULLY AND FOREVER RELEASES, REMISES, DISCHARGES AND HOLDS HARMLESS
THE RELEASED PARTIES FROM ANY AND ALL RELEASED CLAIMS, WHICH ANY OF THE RELEASING PARTIES HAS OR MAY ACQUIRE IN THE FUTURE RELATING IN ANY WAY TO ANY EVENT, CIRCUMSTANCE, ACTION OR FAILURE TO ACT AT ANY TIME ON OR PRIOR TO THE AMENDMENT EFFECTIVE
DATE, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE, AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT
THERETO. THIS PARAGRAPH IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE RELEASED PARTIES BY THE RELEASING PARTIES AND SHALL NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE OR WAIVER BY THE RELEASING PARTIES IN FAVOR OF THE
RELEASED PARTIES. 
 [Signature pages follow] 

  
 4 







 IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 







 
							
	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



  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 







 
							
	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
	
	MEMORIAL PRODUCTION FINANCE CORPORATION, a Delaware corporation
				
		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

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



  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 







 
							
	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



  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 







 
							
	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



  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 







 
							
	SAN PEDRO BAY PIPELINE COMPANY, a California corporation
				
		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

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



  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 







 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


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	ZB, N.A. DBA AMEGY BANK, as a Lender
			
		 	By: 	 	 /s/ Sam Trail

		 	Name: Sam Trail
		 	Title: Senior Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	ASSOCIATED BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Alison K. Tregilgas

		 	Name: Alison K. Tregilgas
		 	Title: Senior Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	BARCLAYS BANK PLC, as a Lender
			
		 	By: 	 	 /s/ Vanessa Kurbatskiy

		 	Name: Vanessa Kurbatskiy
		 	Title: Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	BRANCH BANKING AND TRUST COMPANY, as a Lender
			
		 	By: 	 	 /s/ James Giordano

		 	Name: James Giordano
		 	Title: Senior Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 	Name: James V. Ducote
		 	Title: Managing Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 	Name: Anthony Blanco
		 	Title: Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 	Name: Charles D. Mulkeen
		 	Title: Executive Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
			
		 	By: 	 	 /s/ Michael Higgins

		 	Name: Michael Higgins
		 	Title: Senior Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	CARGILL, INCORPORATED, as a Lender
			
		 	By: 	 	 /s/ Tyler R. Smith

		 	Name: Tyler R. Smith
		 	Title: Authorized Signer


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	CITIBANK, N.A., as a Lender
			
		 	By: 	 	 /s/ Peter T. Baumann

		 	Name: Peter T. Baumann
		 	Title: Managing Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	CITIZENS BANK, N.A., as a Lender
			
		 	By: 	 	 /s/ David W. Stack

		 	Name: David W. Stack
		 	Title: Senior Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	COMERICA BANK, as a Lender
			
		 	By: 	 	 /s/ Chad Stephenson

		 	Name: Chad Stephenson
		 	Title: Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	COMPASS BANK, as a Lender
			
		 	By: 	 	 /s/ William H. Douning

		 	Name: William H. Douning
		 	Title: Sr. Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	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: MD


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Benjamin Souh

		 		 	Name: Benjamin Souh
		 		 	Title: Vice President
				
		 		 	By: 	 	 /s/ Marcus Tarkington

		 		 	Name: Marcus Tarkington
		 		 	Title: Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	GOLDMAN SACHS BANK USA, as a Lender
			
		 	By: 	 	 /s/ Eddie Arhagba

		 	Name: Eddie Arhagba
		 	Title: Authorized Signatory


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	ING CAPITAL LLC, as a Lender
			
		 	By:	 	 /s/ Josh Strong

		 	Name: Josh Strong
		 	Title: Director
			
		 	By: 	 	 /s/ Scott Lamoreaux

		 	Name: Scott Lamoreaux
		 	Title: Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 	Name: Theresa M. Benson
		 	Title: Authorized Officer


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	NATIXIS, NEW YORK BRANCH, as a Lender
			
		 	By:	 	 /s/ Timothy Polvado

		 	Name: Timothy Polvado
		 	Title: Senior Managing Director
			
		 	By: 	 	 /s/ B. Le Foyer

		 	Name: B. Le Foyer
		 	Title: Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	REGIONS BANK, as a Lender
			
		 	By: 	 	 /s/ J. Patrick Carrigan

		 	Name: J. Patrick Carrigan
		 	Title: Senior Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 	Name: Mark Lumpkin, Jr.
		 	Title: Authorized Signatory


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	SANTANDER BANK, N.A., as a Lender
			
		 	By:	 	 /s/ Aidan Lanigan

		 	Name: Aidan Lanigan
		 	Title: Senior Vice President
			
		 	By: 	 	 /s/ Puiki Lok

		 	Name: Puiki Lok
		 	Title: Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	SUNTRUST BANK, as a Lender
			
		 	By: 	 	 /s/ William S. Krueger

		 	Name: William S. Krueger
		 	Title: First Vice President


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	UBS AG, STAMFORD BRANCH, as a Lender
			
		 	By: 	 	 /s/ Denise Bushee

		 	Name: Denise Bushee
		 	Title: Associate Director
			
		 	By:	 	 /s/ Darlene Arias

		 	Name: Darlene Arias
		 	Title: Director


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC] 








					
	LENDER:	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
			
		 	By: 	 	 /s/ Mike Warren

		 	Name: Mike Warren
		 	Title: Sr VP


  

[SIGNATURE PAGE TO FIRST AMENDMENT TO
LIMITED WAIVER – 
 MEMORIAL PRODUCTION OPERATING LLC]