EX-10.3


 Exhibit 10.3 

EXECUTION VERSION 
 THIRD
AMENDMENT TO LIMITED WAIVER 
 This THIRD AMENDMENT TO LIMITED WAIVER (this “Agreement”), dated as of January 13,
2017 (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 (a) 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 at 5:00 p.m.,
New York City time, and (b) Second Amendment to Limited Waiver, dated as of December 16, 2016 (the “Second Amendment”), pursuant to which the Administrative Agent and the Lenders agreed to further extend the Original
Waiver Period to January 13, 2017 at 5:00 p.m., New York City time (the “Limited Waiver Period”), upon the terms set forth in the First Amendment and the Second Amendment, without waiving any of their other rights or remedies
(the Original Limited Waiver, as amended by the First Amendment and the Second 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 3 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 of the Amended Limited Waiver. The date and time “January 13, 2017 at
5:00pm, New York City time” in Section 3 of the Amended Limited Waiver shall be deleted and replaced with “January 16, 2017 at 11:59 p.m., New York City time”. 

2.2 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 Third Amendment to Limited Waiver, dated as of January 11, 2017 (the “Third 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 Third Waiver Amendment), the Second
Amendment (as defined in the Third Waiver Amendment) and the Third 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 Amended Limited Waiver, the First Amendment, the Second
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. 

  
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 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. 
 Section 5. 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. 
 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. 

  
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 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 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 THIRD 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 THIRD 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 THIRD 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 THIRD 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 THIRD 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 THIRD 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 THIRD
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 THIRD AMENDMENT
TO LIMITED WAIVER – 
 MEMORIAL PRODUCTION
OPERATING LLC] 







							
	LENDER:	 		 	BANK OF AMERICA, N.A., as a Lender
				
		 		 	By:	 	 /s/ Kevin M. Behan

		 		 	Name:	 	Kevin M. Behan
		 		 	Title:	 	Managing Director

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







							
	LENDER:	 		 	BARCLAYS BANK PLC, as a Lender
				
		 		 	By:	 	 /s/ Christopher Aitkin

		 		 	Name:	 	Christopher Aitkin
		 		 	Title:	 	Assistant Vice President

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







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

		 		 	Name:	 	Robert Kret
		 		 	Title:	 	AVP

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







							
	LENDER:	 		 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	 /s/ Daryl Stafford

		 		 	Name:	 	Daryl Stafford
		 		 	Title:	 	Vice President

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







							
	LENDER:	 		 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
				
		 		 	By:	 	 /s/ Yurly A. Tsyganov

		 		 	Name:	 	Yurly A. Tsyganov
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Ronald E. Spitzer

		 		 	Name:	 	Ronald E. Spitzer
		 		 	Title:	 	Managing Director

 [SIGNATURE PAGE TO THIRD 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/ Peter Cucchiara

		 		 	Name:	 	Peter Cucchiara
		 		 	Title:	 	Vice President

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







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

		 		 	Name:	 	Ushma Dedhiya
		 		 	Title:	 	Authorized Signatory

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







							
	LENDER:	 		 	ING CAPITAL LLC, as a Lender
				
		 		 	By:	 	 /s/ Charles Hall

		 		 	Name:	 	Charles Hall
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ Josh Strong

		 		 	Name:	 	Josh Strong
		 		 	Title:	 	Director

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







							
	LENDER:	 		 	JPMORGAN CHASE BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Patricia S Carpen

		 		 	Name:	 	Patricia S Carpen
		 		 	Title:	 	Authorized Officer

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







							
	LENDER:	 		 	NATIXIS, NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Jovica Ivetic

		 		 	Name:	 	Jovica Ivetic
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Mark A. Harrington

		 		 	Name:	 	Mark A. Harrington
		 		 	Title:	 	Managing Director

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







							
	LENDER:	 		 	UBS AG, STAMFORD BRANCH, as a Lender
				
		 		 	By:	 	 /s/ House Daly

		 		 	Name:	 	House Daly
		 		 	Title:	 	Associate Director
				
		 		 	By:	 	 /s/ Darlene Arias

		 		 	Name:	 	Darlene Arias
		 		 	Title:	 	Director

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