EX-10.1


 Exhibit 10.1 
  

 
  

 
 



 
 NINTH AMENDMENT TO CREDIT
AGREEMENT 
 dated as of December 17, 2014 

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, The Royal Bank of Scotland plc, 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 

 
  

 






 NINTH AMENDMENT TO CREDIT
AGREEMENT 
 This Ninth Amendment to Credit Agreement (this “Ninth Amendment”), dated
as of December 17, 2014 (the “Ninth 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 amend certain terms and provisions of the Credit Agreement to, among other things, modify the Restricted Payments negative covenant as set forth herein, to be effective as
of the Ninth Amendment Effective Date. 
 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 Ninth
Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Ninth Amendment refer to the Credit Agreement. 

Section 2. Amendments as of Ninth Amendment Effective Date. In reliance on the representations, warranties, covenants and
agreements contained in this Ninth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Ninth Amendment Effective Date in the
manner provided in this Section 2. 
 2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby
amended to add thereto in alphabetical order the following definitions which shall read in full as follows: 
 “Ninth
Amendment” means that certain Ninth Amendment to Credit Agreement dated as of December 17, 2014, among the Borrower, the Parent, the other Guarantors, the Administrative Agent and the Lenders party thereto. 

“Ninth Amendment Effective Date” means December 17, 2014. 

  
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 2.2 Amended Definition. The definition of “Loan Documents” contained in
Section 1.02 of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 

“Loan Documents” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the
Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment, the Ninth Amendment, the Notes, the Letter of Credit Agreements, the Letters of Credit, the Agency Fee Letter, and the Security Instruments.

 2.3 Amendment to Section 9.04(a) of the Credit Agreement. Section 9.04(a) of the Credit Agreement is hereby amended by
(a) deleting the “and” at the end of clause (iii) thereof, (b) replacing the “.” at the end of clause (iv) thereof with “, and”, and (c) adding the following new clause (v) thereto which
shall read in full as follows: 
 (v) the Parent may, from time to time, repurchase Equity Interests issued by it;
provided that (A) no Default or Event of Default exists or results therefrom, (B) immediately after giving effect to such repurchase, Availability shall not be less than 15% of the total Commitments at such time, (C) the
Borrower will be in pro forma compliance with all financial covenants set forth in Section 9.01 immediately after giving effect to such repurchase, (D) the amount of such Restricted Payments made under this
Section 9.04(a)(v) and Redemptions of Permitted Senior Unsecured Notes made under Section 9.04(b)(i)(B) shall not exceed $150,000,000 in the aggregate, and (E) any such repurchase must be made, if at all, on or prior to
the first anniversary of the Ninth Amendment Effective Date. 
 2.4 Amendment to Section 9.04(b)(i) of the Credit Agreement.
Section 9.04(b)(i) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 

(i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether
in whole or in part) any Permitted Senior Unsecured Notes, except that (A) so long as no Default exists, the Borrower or the Parent may, substantially contemporaneously with its receipt of any cash proceeds from (1) any issuance of
Permitted Senior Unsecured Notes or (2) any sale of Equity Interests in the Borrower or the Parent (other than Disqualified Capital Stock), prepay or otherwise Redeem Permitted Senior Unsecured Notes in an amount equal to the amount of the net
cash proceeds of such issuance of Permitted Senior Unsecured Notes or such sale of Equity Interests of the Borrower or the Parent and (B) so long as (1) no Default or Event of Default exists or results therefrom, (2) immediately after
giving effect to such Redemption, Availability shall not be less than 15% of the total Commitments at such time, (3) the Borrower will be in pro forma compliance with all financial covenants set forth in Section 9.01 immediately
after giving effect to such Redemption, (4) the amount of Restricted Payments made under Section 9.04(a)(v) and Redemptions made under this Section 9.04(b)(i)(B) shall not exceed $150,000,000 in the aggregate, and
(5) any such Redemption is made, if at 

  
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all, on or prior to the first anniversary of the Ninth Amendment Effective Date, the Borrower or the Parent may, from time to time, prepay or otherwise Redeem Permitted Senior Unsecured Notes
from sources, including from the proceeds of Loans hereunder, other than the substantially contemporaneous application of cash proceeds from the issuance of Permitted Senior Unsecured Notes or sale of Equity Interests in the Borrower or the Parent;
or 
 Section 3. Conditions Precedent to this Ninth Amendment. The effectiveness of the amendments to the Credit Agreement
contained in Section 2 hereof are each subject to the following: 
 3.1 The Administrative Agent shall have received counterparts
of this Ninth Amendment from the Loan Parties and the Majority Lenders. 
 3.2 The Administrative Agent shall have received all fees and
other amounts due and payable on or prior to the Ninth Amendment Effective Date. 
 3.3 No Default, Event of Default, or Borrowing Base
Deficiency exists immediately prior to or after giving effect to the amendments to the Credit Agreement contained in Section 2 hereof. 

3.4 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 Ninth Amendment, and
such notice shall be conclusive and binding. 
 Section 4. 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 Ninth Amendment, exist under the Loan Documents and (c) no Material Adverse Effect has occurred. 

Section 5. Miscellaneous. 

5.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this Ninth Amendment) shall remain in full force and
effect in accordance with its terms following the effectiveness of this Ninth 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. 

  
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 5.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby
expressly (a) acknowledges the terms of this Ninth 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. 
 5.3 Counterparts. This Ninth 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 Ninth Amendment 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 Ninth
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. 
 5.5 Governing Law. This Ninth 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. 

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 Ninth 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. 
 5.7 Severability. Any provision of this Ninth 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. 
 5.8 Successors and Assigns. This Ninth 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 Ninth 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:	 	Vice President, Finance
			
	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:	 	Vice President, Finance
			
		 		 	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:	 	Vice President, Finance

  
 [SIGNATURE
PAGE TO NINTH AMENDMENT TO CREDIT AGREEMENT – 

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:	 	Vice President, Finance
			
		 		 	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:	 	Vice President, Finance


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 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:	 	Vice President, Finance
		
		 	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:	 	Vice President, Finance


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 		 	        Name:	 	Robert L. Stillwell Jr.
		 		 	        Title:	 	Vice President, Finance
			
		 		 	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:	 	Vice President, Finance
			
		 		 	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:	 	Vice President, Finance


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 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:	 	Vice President, Finance
		
		 	 PROSPECT ENERGY, LLC,
 a Colorado
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:	 	Vice President, Finance


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 







 ADMINISTRATIVE AGENT AND LENDER: 

 

			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Bank and a Lender
		
	By:	 	 /s/ David Dodd

	Name:	 	David Dodd
	Title:	 	Managing Director



  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	JPMORGAN CHASE BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Robert L. Mendoza

		 		 	Name:	 	Robert L. Mendoza
		 		 	Title:	 	Senior Vice President

  

  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	CITIBANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Phillip Ballard

		 		 	Name:	 	Phillip Ballard
		 		 	Title:	 	Vice-President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	COMERICA BANK, as a Lender
				
		 		 	By:	 	 /s/ Jeff Treadway

		 		 	Name:	 	Jeff Treadway
		 		 	Title:	 	Senior Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 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 NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	CITIZENS BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Kevin McCarty

		 		 	Name:	 	Kevin McCarty
		 		 	Title:	 	Assistant Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	 /s/ John C. Lozano

		 		 	Name:	 	John C. Lozano
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	MUFG UNION BANK, N.A. f/k/a UNION BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Stacy Goldstein

		 		 	Name:	 	Stacy Goldstein
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	BARCLAYS BANK PLC, as a Lender
				
		 		 	By:	 	 /s/ Luke Syme

		 		 	Name:	 	Luke Syme
		 		 	Title:	 	Assistant Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
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 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 		 	Name:	 	Raza Jafferi
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	NATIXIS, as a Lender
				
		 		 	By:	 	 /s/ Louis P. Laville

		 		 	Name:	 	Louis P. Laville
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ Stuart Murray

		 		 	Name:	 	Stuart Murray
		 		 	Title:	 	Managing Director


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	AMEGY BANK NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	 /s/ Thomas Kleiderer

		 		 	Name:	 	Thomas Kleiderer
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
				
		 		 	By:	 	 /s/ Sharada Manne

		 		 	Name:	 	Sharada Manne
		 		 	Title:	 	Managing Director
				
		 		 	By:	 	 /s/ Michael Willis

		 		 	Name:	 	Michael Willis
		 		 	Title:	 	Managing Director


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
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 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 		 	Name:	 	Juli Bieser
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Charles Hall

		 		 	Name:	 	Charles Hall
		 		 	Title:	 	Managing Director


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
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 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	REGIONS BANK, as a Lender
				
		 		 	By:	 	 /s/ Daniel G. Steele

		 		 	Name:	 	Daniel G. Steele
		 		 	Title:	 	Senior Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 		 	Name:	 	David O’Driscoll
		 		 	Title:	 	Senior Vice President
				
		 		 	By:	 	 /s/ Puiki Lok

		 		 	Name:	 	Puiki Lok
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	GOLDMAN SACHS BANK USA, as a Lender
				
		 		 	By:	 	 /s/ Michelle Latzoni

		 		 	Name:	 	Michelle Latzoni
		 		 	Title:	 	Authorized Signatory


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
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 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 		 	Name:	 	James Giordano
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	COMPASS BANK, as a Lender
				
		 		 	By:	 	 /s/ Kathleen J. Bowen

		 		 	Name:	 	Kathleen J. Bowen
		 		 	Title:	 	Senior Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	 CANADIAN IMPERIAL BANK OF COMMERCE,

NEW YORK BRANCH, as a Lender

				
		 		 	By:	 	 /s/ Richard Antl

		 		 	Name:	 	Richard Antl
		 		 	Title:	 	Authorized Signatory
				
		 		 	By:	 	 /s/ Trudy Nelson

		 		 	Name:	 	Trudy Nelson
		 		 	Title:	 	Authorized Signatory


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	UBS AG, STAMFORD BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Lana Gifas

		 		 	Name:	 	Lana Gifas
		 		 	Title:	 	Director
				
		 		 	By:	 	 /s/ Jennifer Anderson

		 		 	Name:	 	Jennifer Anderson
		 		 	Title:	 	Associate Director


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 		 	Name:	 	Michael Higgins
		 		 	Title:	 	Director


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








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

		 		 	Name:	 	Tyler R. Smith
		 		 	Title:	 	Authorized Signatory


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	SUNTRUST BANK, as a Lender
				
		 		 	By:	 	 /s/ Shannon Juhan

		 		 	Name:	 	Shannon Juhan
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	BMO HARRIS BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Matthew L. Davis

		 		 	Name:	 	Matthew L. Davis
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
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	LENDER:	 		 	CADENCE BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Eric Broussard

		 		 	Name:	 	Eric Broussard
		 		 	Title:	 	Executive Director


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
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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/ Kirk L. Tashjian

		 		 	Name:	 	Kirk L. Tashjian
		 		 	Title:	 	Vice President


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC] 








							
	LENDER:	 		 	ASSOCIATED BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Elizabeth Sarazen

		 		 	Name:	 	Elizabeth Sarazen
		 		 	Title:	 	Portfolio Manager


  

[SIGNATURE PAGE TO NINTH AMENDMENT TO
CREDIT AGREEMENT – 
 MEMORIAL PRODUCTION OPERATING LLC]