0001193125-16-781587 Sample Contracts

FORBEARANCE
Forbearance • December 1st, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

FORBEARANCE, dated as of November 30, 2016 (this “Agreement”), by and among Memorial Production Partners LP., a Delaware limited partnership (the “Partnership”), Memorial Production Finance Corporation, a Delaware corporation (together with the Partnership, the “Issuers”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuers, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the 2021 Notes (as defined below) (collectively, the “Holders”).

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FORBEARANCE
Forbearance • December 1st, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

FORBEARANCE, dated as of November 30, 2016 (this “Agreement”), by and among Memorial Production Partners LP., a Delaware limited partnership (the “Partnership”), Memorial Production Finance Corporation, a Delaware corporation (together with the Partnership, the “Issuers”), each of the undersigned entities listed as guarantors (the “Guarantors” and, together with the Issuers, the “Note Parties”), and each of the undersigned beneficial owners and/or investment advisors or managers of discretionary accounts for the holders or beneficial owners of the 2022 Notes (as defined below) (collectively, the “Holders”).

FIRST AMENDMENT TO LIMITED WAIVER
Limited Waiver • December 1st, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

This FIRST AMENDMENT TO LIMITED WAIVER (this “Agreement”), dated as of November 30, 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”).

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