EX-10.1


 Exhibit 10.1 

EXECUTION VERSION 
 SECOND
AMENDMENT TO LIMITED WAIVER 
 This SECOND AMENDMENT TO LIMITED WAIVER (this “Agreement”), dated as of
December 16, 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, the Parent, the other Loan Parties, the Administrative Agent and certain Lenders entered into that certain
First Amendment to Limited Waiver, dated as of November 30, 2016 (the “First Amendment”), pursuant to which the Administrative Agent and the Lenders agreed to extend the Original Waiver Period to December 16, 2016 (the
“Limited Waiver Period”), upon the terms set forth in the First Amendment, without waiving any of their other rights or remedies (the Original Limited Waiver, as amended by the First Amendment, the “Amended Limited
Waiver”); 
 D. The Borrower has requested that the Administrative Agent and the Lenders extend the Limited Waiver
Period; 
 E. The extension of the Limited 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; 
 F. The Administrative
Agent and the Lenders are willing to extend the Limited Waiver Period, subject to the terms and conditions set forth herein; and 

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

Section 2. Amendments to Amended 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 4 hereof, the Amended 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(g) of the Amended Limited Waiver.
Section 3(g) of the Amended Limited Waiver is hereby amended and restated in its entirety to read in full as follows: 
 (g)
Limitation on Leases. No Loan Party will create, incur or assume any obligation for the payment of rent or hire Property of any kind whatsoever (real or personal but excluding (i) Capital Leases in existence on the Waiver Effective Date
to the extent such Capital Leases do not go beyond the value and terms of the leased property, (ii) leases of Hydrocarbon Interests in the ordinary course of business, (iii) any lease entered into with the Port of Long Beach or entered
into in respect of the current company headquarters and (iv) leases of office printers with a counterparty reasonably acceptable to the Administrative Agent not to exceed $250,000 per year in the aggregate, in each case, in the ordinary course
of business) under leases or lease agreements. For clarification purposes, the foregoing shall not prohibit any such obligation created, incurred or assumed prior to the Waiver Effective Date. 

2.2 Amendment to Section 3 of the Amended Limited Waiver. The date “December 16, 2016” in
Section 3 of the Amended Limited Waiver shall be deleted and replaced with “January 13, 2017”. 
 2.3
Amendment to Section 3(m) of the Amended Limited Waiver. Section 3(m) of the Amended 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 Second Amendment to Limited Waiver, dated as of December 16, 2016 (the “Second Waiver
Amendment”), among the Borrower, the other Loan Parties, the Administrative Agent and the Lenders), in connection with the Eleventh Amendment, the October 2016 Borrowing Base Redetermination, this Waiver, the First Amendment (as defined in
the Second Waiver Amendment) and the Second 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. Mandatory Prepayments. 

3.1 Monetization; Liquidation of Certain Swap Agreements. The Loan Parties hereby agree, on or prior to
December 21, 2016, to Liquidate Swap Agreement transactions with an aggregate gross mark-to-market position of not less than $200,000,000. The Loan Parties shall
prepay, and the Loan Parties agree that the Administrative Agent shall, to the extent it receives such net cash proceeds, prepay, an aggregate principal amount of outstanding Borrowings equal to 100% of the net cash proceeds received in connection
with any Swap Agreement Liquidated pursuant to this Section 3.1 immediately (but in any event, no later than 5:00 p.m., New York City time, December 23, 2016) upon any Loan Party’s or the Administrative Agent’s receipt of such
net cash proceeds. The Aggregate Elected 

  
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Commitment Amounts shall be immediately reduced, on a dollar-for-dollar basis and ratably among the Lenders in
accordance with each Lender’s Applicable Percentage, by the amount of such prepayments. Notwithstanding anything in Section 10.01 of the Credit Agreement to the contrary, the Loan Parties agree that any failure to comply with the
requirements of this Section 3.1 shall be deemed to be an Event of Default under the Loan Documents. 
 3.2 Winkler
County Dispositions. Notwithstanding anything in Section 3(a)(y) of the Amended Limited Waiver to the contrary, the Borrower shall not be required to reduce the Aggregate Elected Commitment Amounts in connection with any Disposition of the
Properties set forth in Annex A hereto; provided that, the aggregate gross proceeds of such Dispositions are approximately $1,000. 

Section 4. 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 Amended Limited Waiver, the First Amendment 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. 
 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 5. 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. 

Section 6. Miscellaneous. 

6.1 Confirmation and Effect. The provisions of the Amended 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 Amended Limited Waiver to “this Waiver”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the
Amended Limited Waiver as amended and modified hereby, and each reference to the Amended 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 Amended Limited Waiver as amended and modified hereby. This Agreement 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 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. 
 6.3
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. 

6.4 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. 
 6.5 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. 
 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 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. 

6.7 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. 
 6.8 Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 6.9 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 

  
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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] 

  
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 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 SECOND 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 SECOND 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 SECOND 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 SECOND 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
			
		  		  	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


  
 [SIGNATURE
PAGE TO SECOND AMENDMENT TO LIMITED WAIVER – 

MEMORIAL PRODUCTION OPERATING LLC] 








											
			
		 		 	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 SECOND 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


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

		 		 	Name: Sam Trail
		 		 	Title: Senior Vice President


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

		 		 	Name: Alison K. Tregilgas
		 		 	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/ Cliff Vaz

		 		 	Name: Cliff Vaz
		 		 	Title: Vice President


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

		 		 	Name: Chad Stephenson
		 		 	Title: 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/ Kathleen Sweeney

		 		 	Name: Kathleen Sweeney
		 		 	Title: Managing Director
				
		 		 	By:	 	 /s/ Ronald E. Spitzer

		 		 	Name: Ronald E. Spitzer
		 		 	Title: Managing Director


  
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	LENDER:	 		 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Peter Cucchiara

		 		 	Name: Peter Cucchiara
		 		 	Title: Vice President
				
		 		 	By:	 	 /s/ Benjamin Souh

		 		 	Name: Benjamin Souh
		 		 	Title: Vice President


  
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	LENDER:	 		 	GOLDMAN SACHS BANK USA, as a Lender
				
		 		 	By:	 	 /s/ Ushma Dedhiya

		 		 	Name: Ushma Dedhiya
		 		 	Title: Authorized Signatory


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

		 		 	Name: Juli Bieser
		 		 	Title: Managing 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/ Patricia S Carpen

		 		 	Name: Patricia S Carpen
		 		 	Title: Authorized Officer


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

		 		 	Name: B. Le Foyer
		 		 	Title: Director
				
		 		 	By:	 	 /s/ Ajay Prakash

		 		 	Name: Ajay Prakash
		 		 	Title: Vice President


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

		 		 	Name: J. Patrick Carrigan
		 		 	Title: Senior Vice President


  
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	LENDER:	 		 	ROYAL BANK OF CANADA, as a Lender
				
		 		 	By:	 	 /s/ H. Christopher DeCotiis

		 		 	Name: H. Christopher DeCotiis, CFA
		 		 	Title: Attorney-in-Fact


  
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	LENDER:	 		 	SANTANDER BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ David O’Driscoll

		 		 	Name: David O’Driscoll
		 		 	Title: Senior Vice President
				
		 		 	By:	 	 /s/ Mark Connelly

		 		 	Name: Mark Connelly
		 		 	Title: Senior Vice President


  
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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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	LENDER:	 		 	UBS AG, STAMFORD BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Craig Pearson

		 		 	Name: Craig Pearson
		 		 	Title: Associate Director
				
		 		 	By:	 	 /s/ Houssem Daly

		 		 	Name: Houssem Daly
		 		 	Title: Associate Director


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

		 		 	Name: Mike Warren
		 		 	Title: Sr VP


  
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 Annex A 

Leases 
  

																	
	 RRC Lease
	  	 Lessor
	  	 Lessee
	  	 Lease Date
	  	 Type
	  	 ST
	  	 County
	  	 BK
	  	 PG

	IDA & M HENDRICK	  	IDA HENDRICK ET VIR	  	J W GRANT	  	3/27/1925	  	OG	  	TX	  	WINKLER	  	1	  	290

 Wells 
  

							
	 API #
	  	 Well
	  	 County
	  	 State

	42495332730000	  	HENDRICK, IDA 1A	  	WINKLER	  	TX
	42495333920000	  	HENDRICK, IDA 10	  	WINKLER	  	TX
	42495334160000	  	HENDRICK, IDA 11	  	WINKLER	  	TX
	42495027860000	  	HENDRICK, IDA 2D	  	WINKLER	  	TX


  
 A-1