0001193125-16-788569 Sample Contracts

FIRST AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • December 8th, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of December 7, 2016, 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 “Amending Holders”).

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FIRST AMENDMENT TO FORBEARANCE AGREEMENT
Forbearance Agreement • December 8th, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this “Amendment”) dated as of December 7, 2016, 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 “Amending Holders”).

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