0001193125-16-755527 Sample Contracts

LIMITED WAIVER AND TWELFTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 1st, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

This Limited Waiver and Twelfth Amendment to Credit Agreement (this “Waiver”), dated as of November 1, 2016 (the “Waiver 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”).

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ELEVENTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • November 1st, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

This ELEVENTH AMENDMENT TO CREDIT AGREEMENT (this “Eleventh Amendment”), dated as of October 28, 2016 (the “Eleventh 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”).

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