EX-10.2


 Exhibit 10.2 

EXECUTION COPY 
 AMENDMENT TO
PLAN SUPPORT AGREEMENT 
 This AMENDMENT (this “Amendment”) dated January 12, 2017 is entered into between: 

 

	 	(a)	Memorial Production Partners LP (“Memorial Parent”) on behalf of itself and each of its subsidiaries listed hereto (each, a “Memorial Party” and collectively, the “Memorial
Parties”), including Memorial Production Finance Corporation (“MPFC”); and 

  

	 	(b)	the undersigned beneficial holders, or investment advisers or managers for the account of beneficial holders, of the (i) 6.875% Senior Unsecured Notes due 2022 (the “6.875% Senior Unsecured Notes”)
issued under that certain indenture dated as of July 17, 2014, between Memorial Parent and MPFC, as issuers, each of the guarantors party thereto, and Wilmington Trust, National Association, as successor trustee, together with their respective
successors and permitted assigns and any holder of 6.875% Senior Unsecured Notes that subsequently becomes a party to the Plan Support Agreement (as defined below) in accordance with the terms thereof (collectively, the “Consenting 6.875%
Senior Unsecured Noteholders”), and (ii) 7.625% Senior Unsecured Notes due 2021 (the “7.625% Senior Unsecured Notes” and, together with the 6.875% Senior Unsecured Notes, the “Unsecured Notes”) issued
under that certain indenture dated as of April 17, 2013, between Memorial Parent and MPFC, as issuers, each of the guarantors party thereto, and Wilmington Trust, National Association, as successor trustee, together with their respective
successors and permitted assigns and any holder of 7.625% Senior Unsecured Notes that subsequently becomes a party to the Plan Support Agreement (as defined below) in accordance with the terms hereof (collectively, the “Consenting 7.625%
Senior Unsecured Noteholders” and, together with the Consenting 6.875% Senior Unsecured Noteholders, the “Consenting Noteholders”) that are members of the ad hoc group of holders of Unsecured Notes Claims that is
represented by Davis Polk & Wardwell LLP and Miller Buckfire & Co., LLC. 

 The Memorial Parties and the
Consenting Noteholders holding at least a majority of the outstanding principal amount of the Unsecured Notes held by Consenting Noteholders as of the date hereof (the “Requisite Noteholders”) are referred to herein together as the
“Amendment Parties.” Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Plan Support Agreement (as defined below). 

WHEREAS, the Memorial Parties and the Consenting Noteholders entered into the plan support agreement dated December 22, 2016 (as
amended, supplemented, or otherwise modified from time to time, the “Plan Support Agreement”); 
 WHEREAS, the
Amendment Parties wish to amend certain provisions of the Plan Support Agreement; and 






 WHEREAS, the Amendment Parties wish to take such actions necessary to give effect to such
amendments. 
 NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the
Plan Support Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Amendment Parties agree as follows: 

 

	 	1.	Amendments. 

 (a) Section 6(a)(iv) of the Plan Support Agreement is
hereby amended and restated in its entirety as follows: 
 “(iv) At 11:59 p.m. Eastern Time sixty (60) calendar days after the
Petition Date if the Memorial Parties commenced Solicitation before the Petition Date (otherwise, fifty-five (55) calendar days after the Petition Date), unless the Memorial Parties have obtained approval of the Disclosure Statement.” 

(b) Section 6(a)(v) of the Plan Support Agreement is hereby amended and restated in its entirety as follows: 

“(v) At 11:59 p.m. Eastern Time sixty (60) calendar days after the Petition Date if the Memorial Parties commenced Solicitation
before the Petition Date (otherwise, ninety (90) calendar days after the Petition Date), unless the Bankruptcy Court shall have entered the Confirmation Order in form and substance reasonably satisfactory to the Memorial Parties and the
Requisite Noteholders.” 
 (c) Section 11 of the Plan Support Agreement is hereby amended by adding to the end of the
paragraph the following sentence: 
 “Notwithstanding Section 22, any waiver, modification, amendment, or supplement to this
Plan Support Agreement required to be in writing may be evidenced by an e-mail acknowledgement from an authorized representative of the applicable Party.” 

  
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	 	2.	Effectiveness. 

 This Amendment shall become effective and binding on the Memorial
Parties and the Consenting Noteholders in accordance with the terms of the Plan Support Agreement upon the execution and delivery by Memorial Parent (on behalf of all Memorial Parties) and the Requisite Noteholders of an executed signature page
hereto. 
  

	 	3.	Miscellaneous. 

 (a) Except as specifically set forth herein, the terms of the
Plan Support Agreement shall remain in full force and effect and are hereby ratified and confirmed. 
 (b) This Amendment may be executed in
several counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same agreement. Execution copies of this Amendment delivered by facsimile, PDF or otherwise shall be deemed to be an
original for the purposes of this paragraph. 
 [Signature pages follow.] 

  
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 IN WITNESS WHEREOF, the Amendment Parties have caused this Amendment to be executed and delivered
by their respective duly authorized officers, solely in their respective capacities as officers of the undersigned and not in any other capacity, as of the date first set forth above. 

 

			
	MEMORIAL PARTIES
	
	MEMORIAL PRODUCTION PARTNERS LP, on behalf of itself and each affiliate listed below
		
	By:	 	Memorial Production Partners GP LLC,
		 	its general partner
		
	By:	 	             /s/ Jason M.
Childress

	Name:	 	Jason M. Childress.
	Title:	 	Vice President
	
	MEMORIAL PRODUCTION OPERATING LLC
	COLUMBUS ENERGY, LLC
	RISE ENERGY OPERATING, LLC
	RISE ENERGY MINERALS, LLC
	RISE ENERGY BETA, LLC
	MEMORIAL PRODUCTION FINANCE CORPORATION
	WHT ENERGY PARTNERS LLC
	WHT CARTHAGE LLC
	MEMORIAL ENERGY SERVICES LLC
	MEMORIAL MIDSTREAM LLC
	SAN PEDRO BAY PIPELINE COMPANY
	MEMORIAL PRODUCTION PARTNERS GP LLC
	BETA OPERATING COMPANY, LLC
	MEMP SERVICES LLC



  
 [SIGNATURE PAGE TO
AMENDMENT TO PLAN SUPPORT AGREEMENT] 







 REQUISITE NOTEHOLDERS 
  

			
	BRIGADE CAPITAL MANAGEMENT LP, on
	behalf of funds and accounts managed by it
		
	By:	 	 /s/ Scott Hoffman

	Name:	 	Scott Hoffman
	Title:	 	Senior Analyst

  

			
	 Principal Amount of the 6.875% Senior Unsecured Notes:

 
 Principal Amount of the 7.625% Senior Unsecured Notes:
	 	 $            

 

$            



 

			
	Notice Address:
	
	 399 Park Avenue

	 Suite 1600

	 New York, NY 10022

	Fax:	 	  

	Attention:	 	 Scott Hoffman

	Email:	 	 SH@bridadecapital.com



  
 [SIGNATURE PAGE TO
AMENDMENT TO PLAN SUPPORT AGREEMENT] 







 REQUISITE NOTEHOLDERS 
  

			
	FIR TREE INC (on behalf of certain investment
	Funds under management)
		
	By:	 	 /s/ Brian Meyer

	Name:	 	Brian Meyer
	Title:	 	Authorized Person

  

			
	 Principal Amount of the 6.875% Senior Unsecured Notes:

 
 Principal Amount of the 7.625% Senior Unsecured Notes:
	 	 $            

 

$            



 

			
	Notice Address:
	
	 55 West 46th Street

	 29th Floor

	 New York, NY 10036

	Fax:	 	  

	Attention:	 	 Evan Lederman

	Email:	 	 elederman@firtree.com



  
 [SIGNATURE PAGE TO
AMENDMENT TO PLAN SUPPORT AGREEMENT]