AMENDMENT AND WAIVER OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT

AMENDMENT AND WAIVER
OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDMENT AND WAIVER OF THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of August 12, 2015, is among SANCHEZ PRODUCTION PARTNERS LP, a Delaware limited partnership (the “Borrower”), the guarantors party hereto (the “Guarantors”), each of the Lenders party hereto, and ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”), and as collateral agent (in such capacity, the “Collateral Agent”), and relates to that certain Third Amended and Restated Credit Agreement, dated as of March 31, 2015 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Existing Credit Agreement”; and as amended hereby, the “Credit Agreement”), among the Borrower, the Lenders, the Administrative Agent, the Collateral Agent, and ROYAL BANK OF CANADA, as letter of credit issuer.

WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders waive the Borrower’s non-compliance with the Maximum Total Net Debt to Adjusted EBITDA ratio in Section 9.01(b) of the Credit Agreement for the fiscal quarter ended June 30, 2015;

WHEREAS, subject to the terms and conditions of this Amendment, the Lenders, the Administrative Agent, and the Borrower have agreed to enter into this Amendment in order to effectuate certain waivers of and modifications to the Credit Agreement, all as set forth herein;

NOW, THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

The waiver in this Section 2 is effective only in respect of the matters and for the time periods expressly set forth in this Section 2 and not for any other fiscal quarter period, and except as expressly set forth in this Amendment, no other waivers, amendments or modifications are intended or made by this Amendment.  No failure or delay on the part of the Administrative Agent or any Lender in exercising any power or right under the Credit Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right.  No waiver or approval by the Administrative Agent or any Lender under this Amendment,

the Credit Agreement or any other Loan Document shall, except as may be otherwise stated herein, be applicable to any subsequent transaction or any other Default or Event of Default under any Loan Document.

the Administrative Agent shall have received counterparts of this Amendment executed by the Administrative Agent, the Collateral Agent, the Borrower, the Guarantors and the Required Lenders; and

the Borrower and each Guarantor shall have confirmed and acknowledged to the Administrative Agent and the Lenders, and by its execution and delivery of this Amendment the Borrower and each Guarantor do hereby confirm and acknowledge to the Administrative Agent and the Lenders, that (i) the execution, delivery and performance of this Amendment has been duly authorized by all requisite limited partnership or limited liability company action, as applicable, on the part of the Borrower or such Guarantor, as applicable; (ii) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally binding agreements enforceable against the Borrower or such Guarantor, as applicable, in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity and (iii) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents after giving effect to this Amendment.

[Signature Pages Follow]

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed by its officer(s) thereunto duly authorized as of the date first above written.

SANCHEZ PRODUCTION PARTNERS LP, as Borrower

By: Sanchez Production Partners GP LLC,

       as general partner

By:  /s/Charles C. Ward

Name:Charles C. Ward

Title: Chief Financial Officer

CEP MID-CONTINENT LLC,
as a Guarantor

By:/s/Charles C. Ward

Name:Charles C. Ward

Title: Chief Financial Officer

NORTHEAST SHELF ENERGY, L.L.C.,

as a Guarantor

By:/s/Charles C. Ward

Name:Charles C. Ward

Title: Chief Financial Officer

MID-CONTINENT OILFIELD SUPPLY, L.L.C.,

as a Guarantor

By:/s/Charles C. Ward

Name:Charles C. Ward

Title: Chief Financial Officer

SEP HOLDINGS IV, LLC,

as a Guarantor

By:/s/Charles C. Ward

Name:Charles C. Ward

Title: Chief Financial Officer

ROYAL BANK OF CANADA,
as Administrative Agent and Collateral Agent

By:  /s/Yvonne Brazie
Name:  Yvonne Brazie
Title:    Manager, Agency

ROYAL BANK OF CANADA,
as a Lender and the Issuer

By:  /s/ Mark Lumpkin, Jr.
Name:  Mark Lumpkin, Jr.
Title:    Authorized Signatory

SOCIÉTÉ GÉNÉRALE,
as a Lender

By:     /s/ Sal Patoli
Name:  Sal Patoli
Title:      Director 

ONEWEST BANK N.A.,

as a Lender

By:     /s/ Zachary Holly
Name:  Zachary Holly
Title:   Vice  President

COMPASS BANK,

as a Lender

By:     /s/ Les Werme
Name:  Les Werme
Title:    Director 

SUNTRUST BANK,

as a Lender

By:     /s/ Chulley Bogle
Name:  Chulley Bogle
Title:   Vice President 

Schedule I

General and Administrative Expenses