0001193125-16-796404 Sample Contracts

SECOND AMENDMENT TO LIMITED WAIVER
Limited Waiver • December 19th, 2016 • Memorial Production Partners LP • Crude petroleum & natural gas • New York

This SECOND AMENDMENT TO LIMITED WAIVER (this “Agreement”), dated as of December 16, 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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