Case Document 431 Filed in TXSB on 10/06/17 Page 1 of 7

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1 Case Document 431 Filed in TXSB on 10/06/17 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., (Jointly Administered) Reorganized Debtors. 1 JOINT EMERGENCY MOTION FOR MEDIATION ORDER AS TO CURE OBJECTIONS Amplify Energy Corp. ( Amplify ) and its affiliates, certain of which are reorganized debtors in the above-captioned chapter 11 cases (collectively with Amplify, the Reorganized Debtors, and prior to reorganization, the Debtors ), Boaz Energy II, LLC ( Boaz ), and Reliant Energy Retail Services, LLC ( Reliant, together with Reorganized Debtors and Boaz, the Parties ) hereby collectively file this Joint Emergency Motion for Mediation Order as to Cure Objections seeking emergency consideration for the entry of an order for mediation to occur before Chief Judge David R. Jones at 1:00 p.m. on October 12, I. Background 1. On January 16, 2017, each of the Debtors commenced with this Court a voluntary case under chapter 11 of title 11 of the United States Code. The chapter 11 cases are being jointly administered for procedural purposes pursuant to Rule 1015(b) of the Federal Rules of 1 The Debtors in these chapter 11 cases, along with the last four digits of their respective federal tax identification numbers, as applicable, were: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. In accordance with the Plan and Confirmation Order (each as defined below), certain of the Debtors were dissolved or changed their names. The Reorganized Debtors mailing address is 500 Dallas Street, Suite 1600, Houston, Texas

2 Case Document 431 Filed in TXSB on 10/06/17 Page 2 of 7 Bankruptcy Procedure and Rule of the Bankruptcy Local Rules for the Southern District of Texas. 2. On March 24, 2017, the Debtors filed the Supplement to Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 283), which incorporates the Schedule of Proposed Cure Amounts for Assumed Contracts and Unexpired Leases at Exhibit H providing proposed cure amounts of $1, and $19, in regard to Reliant and $0.00 for Boaz. 3. On April 14, 2017, the Debtors filed the Second Amended Joint Chapter 11 Plan of Reorganization of Memorial Production Partners LP, et al. Under Chapter 11 of the Bankruptcy Code (ECF No. 341) (the Plan ) and the Court entered the Findings of Fact, Conclusions of Law, and Order Confirming Second Amended Joint Plan of Reorganization of Memorial Production Partners LP, et al., Under Chapter 11 of the Bankruptcy Code and Granting Related Relief (ECF No. 344). 4. The Plan became effective on May 4, On June 1, 2017, Reliant filed an Objection of Reliant Energy Retail Services, LLC to Debtors Proposed Cure Amounts for Assumed Contracts & Unexpired Leases seeking approximately $1,352, (ECF No. 385) and Boaz filed Boaz Energy II, LLC s Objection to Cure Amount seeking approximately $76, (ECF No. 386). 6. On August 15, 2017, the Parties appeared before this Court for a scheduling conference and agreed to a proposed schedule for resolving the cure objections by an evidentiary hearing to occur on December 11, The Parties subsequently submitted a proposed scheduling order that the Court entered on September 7, 2017 (ECF No. 429) (the Scheduling Order ). 2

3 Case Document 431 Filed in TXSB on 10/06/17 Page 3 of 7 7. The Parties have since conducted initial discovery pursuant to the Scheduling Order and further agreed among themselves to conduct a mediation in order to see if the matter can be resolved without the need for an evidentiary hearing. II. Joint Request for Mediation Order 8. This Court has jurisdiction to issue a mediation order. Under 28 U.S.C. 652 et seq. each district court shall provide access to mediation by local rule. Mediation is available in this district by DLR 16.4 and available before a neutral under 28 U.S.C The Court may issue a mediation order at any time and without notice. BLR incorporates the District Local Rules, including DLR 16.4C, which states: ADR Referral. A judge may refer any civil case to ADR on motion of any party, on the agreement of the parties, or on its own motion. If the parties agree upon an ADR method or provider, the judge will respect the parties agreement unless the judge believes another ADR method or provider is better suited to the case and parties. The authority to refer a case to ADR does not preclude the judge from suggesting or requiring other settlement initiatives. 10. Scope of Proposed Mediation. All the provisions of DLR 16.4 will apply to the mediation specifically including (a) that representatives with full authority to settle must physically appear; (b) the parties must mediate in good faith; and (c) confidentiality. The scope of the mediation will include all disputes concerning the Reliant and Boaz Cure Objections, i.e., Dkt. Nos. 385, 386, 427, and Timing of Mediation. The Parties have agreed to mediate before engaging in depositions and other further significant discovery. The mediation should take only one-half (1/2) of one day. The Parties jointly request that Chief Judge David R. Jones be designated to serve as the mediator and have already confirmed his availability to do so in his courtroom starting at 1:00 p.m. on October 12, 2017, provided the Parties obtain an order from this Court for mediation. All Parties have confirmed their ability and willingness to attend the mediation 3

4 Case Document 431 Filed in TXSB on 10/06/17 Page 4 of 7 that has been reserved with Judge Jones on October 12th in an effort to resolve their disputes, and jointly request this Court enter the proposed order submitted with this motion. III. Request for Emergency Ruling 12. The Parties request emergency treatment of this motion in order to secure the services and availability of Chief Judge David R. Jones to serve as the mediator on October 12, The Verification required by BLR 9013 is appended at the end of this motion. WHEREFORE, the Parties respectfully request that the Court enter an Order similar to the proposed order attached hereto provided for a mediation to occur before Chief Judge David R. Jones in his courtroom, starting at 1:00 p.m. on October 12, DATED: October 6, [Remainder of page intentionally left blank.] 4

5 Case Document 431 Filed in TXSB on 10/06/17 Page 5 of 7 Respectfully submitted, WINSTEAD PC 500 Winstead Building 2728 N. Harwood Street Dallas, Texas Telephone: (214) Facsimile: (214) By: /s/ Devin B. Hahn Phillip L. Lamberson State Bar No S.D. Tex. No Christopher A. Brown State Bar No S.D. Tex. No Devin B. Hahn 2 State Bar No S.D. Tex. No Attorneys for Boaz Energy II, LLC By: /s/ Alfredo R. Pérez Alfredo R. Pérez ( ) 700 Louisiana Street, Suite 1700 Houston, Texas Telephone: (713) Facsimile: (713) and- Paul R. Genender ( ) 200 Crescent Court, Suite 300 Dallas, Texas Telephone: (214) Facsimile: (214) Attorneys for the Reorganized Debtors KING & SPALDING LLP 1100 Louisiana Street Suite 4000 Houston, Texas Telephone: (713) Facsimile: (713) By: /s/ Kevin M. Clark Kevin M. Clark Texas Bar No Edward L. Ripley Texas Bar No Attorneys for Reliant Energy Retail Services, LLC 2 Resident in Winstead PC s Houston Office at 1100 JPMorgan Chase Tower, 600 Travis Street, Houston, Texas

6 Case Document 431 Filed in TXSB on 10/06/17 Page 6 of 7 Verification I declare under penalty of perjury that a genuine emergency exists based on the facts stated in this motion, which are true and correct. I also verify that I have conferred with Mr. Clark (counsel for Reliant) and Mr. Brown (counsel for Boaz), and they all agree to mediation on this expedited basis. DATED: October 6, 2017 /s/ Paul R. Genender Paul R. Genender ( ) 200 Crescent Court, Suite 300 Dallas, Texas Telephone: (214) Facsimile: (214) Certificate of Service I hereby certify that on October 6, 2017, a true and correct copy of the foregoing document was served by the Electronic Case Filing System for the United States Bankruptcy Court for the Southern District of Texas. /s/ Alfredo R. Pérez Alfredo R. Pérez ( ) 700 Louisiana Street, Suite 1700 Houston, Texas Telephone: (713) Facsimile: (713)

7 Case Document 431 Filed in TXSB on 10/06/17 Page 7 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION In re: Chapter 11 MEMORIAL PRODUCTION Case No PARTNERS LP, et al., (Jointly Administered) Reorganized Debtors. 1 [PROPOSED] ORDER FOR MEDIATION Upon the Joint Emergency Motion for Mediation Order as to Cure Objections filed on October 6, 2017, it is hereby ordered that at least one representative with full settlement authority of the Reorganized Debtors, Reliant Energy Retail Services, LLC, and Boaz Energy II, LLC shall attend a mediation to occur before Chief Judge David R. Jones in his courtroom at 1:00 p.m. on October 12, 2017, in order to attempt to resolve Dkt. Nos. 385, 386, 427, and 429, pursuant to DLR 16.4 and 28 U.S.C. 652 et seq. SIGNED Marvin Isgur UNITED STATES BANKRUPTCY JUDGE 1 The Debtors in these chapter 11 cases, along with the last four digits of their respective federal tax identification numbers, as applicable, were: Memorial Production Partners LP (6667); Memorial Production Partners GP LLC; MEMP Services LLC (1887); Memorial Production Operating LLC; Memorial Production Finance Corporation (3356); WHT Energy Partners LLC; WHT Carthage LLC; Memorial Midstream LLC; Beta Operating Company, LLC; Columbus Energy, LLC; Rise Energy Operating, LLC; Rise Energy Minerals, LLC; Rise Energy Beta, LLC; San Pedro Bay Pipeline Company (1234); and Memorial Energy Services LLC. In accordance with the Plan and Confirmation Order (each as defined below), certain of the Debtors were dissolved or changed their names. The Reorganized Debtors mailing address is 500 Dallas Street, Suite 1600, Houston, Texas