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Alta Mesa Resources, Inc./DE – ‘10-K’ for 12/31/18 – ‘EX-10.4’

On:  Monday, 8/26/19, at 9:17pm ET   ·   As of:  8/27/19   ·   For:  12/31/18   ·   Accession #:  1690769-19-59   ·   File #:  1-38040

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  As Of               Filer                 Filing    For·On·As Docs:Size

 8/27/19  Alta Mesa Resources, Inc./DE      10-K       12/31/18  155:71M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.50M 
 2: EX-4.8      Instrument Defining the Rights of Security Holders  HTML     74K 
                -- exhibit48                                                     
 7: EX-10.13    Material Contract                                   HTML     77K 
 8: EX-10.14    Material Contract                                   HTML     70K 
 9: EX-10.15    Material Contract                                   HTML     74K 
10: EX-10.16    Material Contract                                   HTML     74K 
 3: EX-10.4     Material Contract                                   HTML     79K 
 4: EX-10.7     Material Contract                                   HTML    130K 
 5: EX-10.8     Material Contract                                   HTML    188K 
 6: EX-10.9     Material Contract                                   HTML    186K 
11: EX-21.1     Subsidiaries List -- exhibit211                     HTML     42K 
12: EX-23.1     Consent of Experts or Counsel -- exhibit231         HTML     52K 
13: EX-23.2     Consent of Experts or Counsel -- exhibit232         HTML     41K 
14: EX-23.3     Consent of Experts or Counsel -- exhibit233         HTML     41K 
19: EX-99.1     Miscellaneous Exhibit                               HTML    135K 
15: EX-31.1     Certification -- §302 - SOA'02                      HTML     47K 
16: EX-31.2     Certification -- §302 - SOA'02                      HTML     47K 
17: EX-32.1     Certification -- §906 - SOA'02                      HTML     43K 
18: EX-32.2     Certification -- §906 - SOA'02                      HTML     43K 
26: R1          Document And Entity Information                     HTML     80K 
27: R2          Consolidated Statements Of Operations               HTML    170K 
28: R3          Consolidated Balance Sheets                         HTML    230K 
29: R4          Consolidated Balance Sheets (Parenthetical)         HTML     68K 
30: R5          Consolidated Statements Of Cash Flows               HTML    190K 
31: R6          Consolidated Statement Of Changes In Stockholders'  HTML    118K 
                Equity (Successor)                                               
32: R7          Consolidated Statements Of Changes In Partners'     HTML     56K 
                Capital                                                          
33: R8          Description Of Business                             HTML     48K 
34: R9          Summary Of Significant Accounting Policies          HTML    142K 
35: R10         Adoption of New Standard - Revenue from Contracts   HTML    155K 
                with Customers                                                   
36: R11         Impairment of Assets                                HTML     87K 
37: R12         Receivables                                         HTML     96K 
38: R13         Earnings Per Share                                  HTML     51K 
39: R14         Supplemental Cash Flow Information                  HTML    107K 
40: R15         Significant Acquisitions and Divestitures           HTML    207K 
41: R16         Property, Plant And Equipment                       HTML     95K 
42: R17         Discontinued Operations (Predecessor)               HTML    126K 
43: R18         Fair Value Measurements                             HTML     87K 
44: R19         Derivatives                                         HTML    218K 
45: R20         Intangible Assets                                   HTML     48K 
46: R21         Equity Method Investment                            HTML     48K 
47: R22         Asset Retirement Obligations                        HTML     66K 
48: R23         Long Term Debt, Net                                 HTML    105K 
49: R24         Accounts Payable And Accrued Liabilities            HTML     61K 
50: R25         Commitments And Contingencies                       HTML     91K 
51: R26         Employee Benefit Plans Employee Benefit Plans       HTML     44K 
52: R27         Significant Concentrations, Risks And               HTML     49K 
                Uncertainties                                                    
53: R28         Stockholders' Equity And Partners' Capital          HTML     63K 
54: R29         Equity-Based Compensation (Successor)               HTML    110K 
55: R30         Income Taxes                                        HTML     80K 
56: R31         Related Party Transactions                          HTML     65K 
57: R32         Business Segment Information                        HTML    180K 
58: R33         Subsequent Events                                   HTML     44K 
59: R34         Supplemental Quarterly Information (Unaudited)      HTML    205K 
60: R35         Supplemental Oil and Natural Gas Disclosures        HTML    329K 
                Supplemental Oil and Natural Gas Disclosures                     
61: R36         Summary Of Significant Accounting Policies          HTML    221K 
                (Policies)                                                       
62: R37         Adoption of New Standard - Revenue from Contracts   HTML    150K 
                with Customers (Tables)                                          
63: R38         Impairment of Assets (Tables)                       HTML     80K 
64: R39         Receivables (Tables)                                HTML     95K 
65: R40         Earnings Per Share (Tables)                         HTML     50K 
66: R41         Supplemental Cash Flow Information (Tables)         HTML    130K 
67: R42         Significant Acquisitions and Divestitures (Tables)  HTML    196K 
68: R43         Property, Plant And Equipment (Tables)              HTML     93K 
69: R44         Discontinued Operations (Predecessor) (Tables)      HTML    129K 
70: R45         Fair Value Measurements (Tables)                    HTML     84K 
71: R46         Derivatives (Tables)                                HTML    233K 
72: R47         Intangible Assets (Tables)                          HTML     48K 
73: R48         Equity Method Investment (Tables)                   HTML     47K 
74: R49         Asset Retirement Obligations (Tables)               HTML     66K 
75: R50         Long Term Debt, Net (Tables)                        HTML     84K 
76: R51         Accounts Payable And Accrued Liabilities (Tables)   HTML     61K 
77: R52         Commitments And Contingencies (Tables)              HTML     74K 
78: R53         Equity-Based Compensation (Successor) (Tables)      HTML    108K 
79: R54         Income Taxes (Tables)                               HTML     80K 
80: R55         Business Segment Information (Tables)               HTML    180K 
81: R56         Supplemental Quarterly Information (Unaudited)      HTML    205K 
                (Tables)                                                         
82: R57         Supplemental Oil and Natural Gas Disclosures        HTML    347K 
                (Tables)                                                         
83: R58         Description Of Business (Details)                   HTML     50K 
84: R59         Summary Of Significant Accounting Policies          HTML    161K 
                (Details)                                                        
85: R60         Adoption of New Standard - Revenue from Contracts   HTML     69K 
                with Customers (Summary of Revenues and Costs)                   
                (Details)                                                        
86: R61         Adoption of New Standard - Revenue from Contracts   HTML     88K 
                with Customers (Summary of Revenues and Costs with               
                Impact of ASC 606) (Details)                                     
87: R62         Adoption of New Standard - Revenue from Contracts   HTML     43K 
                with Customers (Narrative) (Details)                             
88: R63         Impairment of Assets (Schedule of Impairments)      HTML     75K 
                (Details)                                                        
89: R64         Impairment of Assets (Narrative) (Details)          HTML     54K 
90: R65         Receivables (Schedule of Accounts Receivable)       HTML     57K 
                (Details)                                                        
91: R66         Receivables (Allowance for doubtful accounts)       HTML     73K 
                (Details)                                                        
92: R67         Earnings Per Share (Net Loss Attributable to        HTML     64K 
                Common Stockholders) (Details)                                   
93: R68         Supplemental Cash Flow Information (Supplemental    HTML     87K 
                Disclosures To The Consolidated Statements Of Cash               
                Flows) (Details)                                                 
94: R69         Earnings Per Share (Narrative) (Details)            HTML     50K 
95: R70         Supplemental Cash Flow Information (Reconciliation  HTML     60K 
                Of Cash, Cash Equivalents And Restricted Cash)                   
                (Details)                                                        
96: R71         Significant Acquisitions and Divestitures           HTML    191K 
                (Narrative) (Details)                                            
97: R72         Significant Acquisitions and Divestitures           HTML     66K 
                (Earn-Out Consideration) (Details)                               
98: R73         Significant Acquisitions and Divestitures           HTML    105K 
                (Purchase Consideration) (Details)                               
99: R74         Significant Acquisitions and Divestitures           HTML    154K 
                (Allocation Of Purchase Consideration) (Details)                 
100: R75         Significant Acquisitions and Divestitures           HTML     51K  
                Significant Acquisitions and Divestitures (Summary               
                Of Consideration Paid And Preliminary Allocation                 
                Of Purchase Prices) (Details)                                    
101: R76         Significant Acquisitions and Divestitures (Summary  HTML     56K  
                Of Pro Forma Information) (Details)                              
102: R77         Property, Plant And Equipment (Summary Of Property  HTML     85K  
                And Equipment) (Details)                                         
103: R78         Property, Plant And Equipment (Depreciation and     HTML     55K  
                Depletion) (Details)                                             
104: R79         Property, Plant And Equipment (Sale of Produced     HTML     53K  
                Water Assets) (Details)                                          
105: R80         Discontinued Operations (Predecessor) (Narrative)   HTML     58K  
                (Details)                                                        
106: R81         Discontinued Operations (Predecessor) (Schedule Of  HTML    113K  
                Assets And Liabilities Reclassified In                           
                Discontinued Operation) (Details)                                
107: R82         Discontinued Operations (Predecessor) (Schedule Of  HTML    100K  
                Operations And Other Items Reclassified In                       
                Discontinued Operations) (Details)                               
108: R83         Discontinued Operations (Predecessor) (Total        HTML     52K  
                Operating And Investing Cash Flows Of Discontinued               
                Operations) (Details)                                            
109: R84         Fair Value Measurements (Details)                   HTML     85K  
110: R85         Derivatives (Fair Values Of Derivative Contracts)   HTML     89K  
                (Details)                                                        
111: R86         Derivatives (Effect Of Derivative Instruments In    HTML     72K  
                The Consolidated Statements Of Operations)                       
                (Details)                                                        
112: R87         Derivatives (Oil Derivative Contracts) (Details)    HTML     79K  
113: R88         Derivatives (Natural Gas Derivative Contracts)      HTML     87K  
                (Details)                                                        
114: R89         Derivatives (Natural Gas Basis Swap Derivative      HTML     54K  
                Contracts) (Details)                                             
115: R90         Derivatives (Additional Information) (Details)      HTML     46K  
116: R91         Intangible Assets (Schedule Of Finite-Lived         HTML     47K  
                Customer Relationships) (Details)                                
117: R92         Intangible Assets (Narrative) (Details)             HTML     44K  
118: R93         Equity Method Investment (Details)                  HTML     51K  
119: R94         Asset Retirement Obligations (Details)              HTML     79K  
120: R95         Long Term Debt, Net (Long-Term Debt, Net)           HTML     80K  
                (Details)                                                        
121: R96         Long Term Debt, Net (Narrative) (Details)           HTML    210K  
122: R97         Long Term Debt, Net (Redemption Prices) (Details)   HTML     52K  
123: R98         Long Term Debt, Net (Summary Of Future Maturities   HTML     62K  
                Of Long-Term Debt) (Details)                                     
124: R99         Long Term Debt, Net (Deferred Financing Costs)      HTML     63K  
                (Details)                                                        
125: R100        Accounts Payable And Accrued Liabilities (Details)  HTML     67K  
126: R101        Commitments and Contingencies (Narrative)           HTML     66K  
                (Details)                                                        
127: R102        Commitments And Contingencies (Future Base Rentals  HTML     61K  
                For Non-Cancelable Leases) (Details)                             
128: R103        Commitments And Contingencies (Schedule Of Firm     HTML     73K  
                Transportation Contracts) (Details)                              
129: R104        Employee Benefit Plans (Details)                    HTML     54K  
130: R105        Significant Concentrations, Risks And               HTML     81K  
                Uncertainties (Details)                                          
131: R106        Stockholders' Equity And Partners' Capital          HTML    142K  
                (Details)                                                        
132: R107        Equity-Based Compensation (Successor) (Narrative)   HTML     95K  
                (Details)                                                        
133: R108        Equity-Based Compensation (Successor) (Schedule of  HTML     98K  
                Outstanding Stock Options) (Details)                             
134: R109        Equity-Based Compensation (Successor) (Summary of   HTML     53K  
                Assumptions Used to Determine the Fair Value of                  
                Options) (Details)                                               
135: R110        Equity-Based Compensation (Successor) (Schedule of  HTML     75K  
                Restricted Stock Awards and PSUs Granted)                        
                (Details)                                                        
136: R111        Income Taxes (Schedule Of Components Of Income Tax  HTML     65K  
                Expense (Benefit)) (Details)                                     
137: R112        Income Taxes (Income Tax Rate Reconciliation)       HTML     93K  
                (Details)                                                        
138: R113        Income Taxes (Deferred Tax Assets and Liabilities)  HTML     63K  
                (Details)                                                        
139: R114        Income Taxes (Narrative) (Details)                  HTML     58K  
140: R115        Related Party Transactions (Details)                HTML    170K  
141: R116        Business Segment Information (Narrative) (Details)  HTML     45K  
142: R117        Business Segment Information (Schedule Of Results   HTML    251K  
                Of Reportable Segments) (Details)                                
143: R118        Business Segment Information (Summary Of Assets By  HTML     53K  
                Segment) (Details)                                               
144: R119        Subsequent Events (Details)                         HTML     46K  
145: R120        Supplemental Quarterly Information (Unaudited)      HTML    150K  
                (Details)                                                        
146: R121        Supplemental Oil and Natural Gas Disclosures        HTML    145K  
                (Estimated Quantities of Proved Reserves)                        
                (Details)                                                        
147: R122        Supplemental Oil and Natural Gas Disclosures        HTML     65K  
                (Results of Operations) (Details)                                
148: R123        Supplemental Oil and Natural Gas Disclosures        HTML     55K  
                (Capitalized Costs Relating to Oil and Natural Gas               
                Producing Activities) (Details)                                  
149: R124        Supplemental Oil and Natural Gas Disclosures        HTML     70K  
                (Costs Incurred in Oil and Natural Gas                           
                Acquisition, Exploration and Development                         
                Activities) (Details)                                            
150: R125        Supplemental Oil and Natural Gas Disclosures        HTML     79K  
                (Components Of The Standardized Measure Of                       
                Discounted Future Net Cash Flows) (Details)                      
151: R126        Supplemental Oil and Natural Gas Disclosures        HTML     95K  
                (Components Of Changes In Standardized Measure Of                
                Discounted Future Net Cash Flows) (Details)                      
152: R9999       Uncategorized Items - amr-20181231.xml              HTML     42K  
154: XML         IDEA XML File -- Filing Summary                      XML    285K  
153: EXCEL       IDEA Workbook of Financial Reports                  XLSX    206K  
20: EX-101.INS  XBRL Instance -- amr-20181231                        XML   6.96M 
22: EX-101.CAL  XBRL Calculations -- amr-20181231_cal                XML    566K 
23: EX-101.DEF  XBRL Definitions -- amr-20181231_def                 XML   2.14M 
24: EX-101.LAB  XBRL Labels -- amr-20181231_lab                      XML   3.53M 
25: EX-101.PRE  XBRL Presentations -- amr-20181231_pre               XML   2.50M 
21: EX-101.SCH  XBRL Schema -- amr-20181231                          XSD    396K 
155: ZIP         XBRL Zipped Folder -- 0001690769-19-000059-xbrl      Zip    607K

‘EX-10.4’   —   Material Contract

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

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  Exhibit  


EXHIBIT 10.4

AMENDMENT NO. 3 TO CREDIT AGREEMENT

This Amendment No. 3 to Credit Agreement ("Agreement") entered into on December 5, 2018 but made effective as of February 9, 2018 ("Effective Date"), is among Alta Mesa Holdings, LP, a Texas limited partnership ("Borrower"), the Lenders (as defined below), Wells Fargo Bank, National Association, as administrative agent for the Lenders (as defined below) (in such capacity, the "Administrative Agent"), and as issuing lender (in such capacity, the "Issuing Lender").

RECITALS

A.     The Borrower is party to that certain Eighth Amended and Restated Credit Agreement dated as of February 9, 2018, among the Borrower, the lenders party thereto from time to time (the "Lenders"), the Administrative Agent and the Issuing Lender, as amended prior to entering into of this Agreement (as so amended, the "Credit Agreement").

B.     The Borrower had made certain investments prior to the closing of the Credit Agreement and has requested that the Lenders amend the Credit Agreement as provided herein.

THEREFORE, the Borrower, the Lenders hereto, the Issuing Lender and the Administrative Agent hereby agree as follows:

Section 1.    Defined Terms; Interpretation. As used in this Agreement, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms therein. Each term defined in the Credit Agreement and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, as amended by this Agreement, unless expressly provided to the contrary. The words "hereby", "herein", "hereinafter", "hereof", "hereto" and "hereunder" when used in this Agreement shall refer to this Agreement as a whole and not to any particular Article, Section, subsection or provision of this Agreement. Article, Section, subsection and Exhibit references herein are to such Articles, Sections, subsections and Exhibits of this Agreement unless otherwise specified. All titles or headings to Articles, Sections, subsections or other divisions of this Agreement or the exhibits hereto, if any, are only for the convenience of the parties and shall not be construed to have any effect or meaning with respect to the other content of such Articles, Sections, subsections, other divisions or exhibits, such other content being controlling as the agreement among the parties hereto. Whenever the context requires, reference herein made to the single number shall be understood to include the plural; and likewise, the plural shall be understood to include the singular. Words denoting sex shall be construed to include the masculine, feminine and neuter, when such construction is appropriate; and specific enumeration shall not exclude the general but shall be construed as cumulative. Definitions of terms defined in the singular or plural shall be equally applicable to the plural or singular, as the case may be, unless otherwise indicated.

Section 2.    Amendment to Credit Agreement. Section 6.06 of the Credit Agreement (Investments) is hereby amended by (i) deleting the word "and" at the end of clause (f), (ii) re-lettering clause (g) as clause (h), and (iii) adding a new clause (g) therein as follows:

(g) term loans to High Mesa Services, LLC pursuant to (i) that certain Promissory Note from Northwest Gas Processing, LLC payable to the Borrower dated December 31, 2014, in the original principal amount of $8,500,000, and (ii) that certain Promissory Note from Northwest Gas Processing, LLC payable to the Borrower, dated September 29, 2017, in the original principal amount of $1,515,000, which notes were assigned to and assumed by High Mesa Services, LLC, pursuant to Assignment and Assumption Agreement dated December 31, 2104, and Assignment and Assumption Agreement dated November 8, 2107, respectively, (as same may be amended, modified and renewed from time to time, collectively, the "High Mesa Investments"); provided that, the aggregate principal amount of the High Mesa Investments shall not exceed in the aggregate $10,015,000 plus the amount of any increase in principal as a result of interest paid-in-kind; and





Section 3.    Representations and Warranties. Each Loan Party represents and warrants that: (a) after giving effect to this Agreement, the representations and warranties contained in the Credit Agreement and the representations and warranties contained in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date this Agreement is entered into except to the extent that any such representation or warranty expressly relates solely to an earlier date, in which case it shall have been true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date; (b) after giving effect to this Agreement, no Default has occurred and is continuing; (c) the execution, delivery and performance of this Agreement are within the corporate or limited liability company power and authority of such Loan Party, as applicable, and have been duly authorized by appropriate corporate r limited liability company action and proceedings, as applicable; (d) this Agreement constitutes the legal, valid, and binding obligation of such Loan Party enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the rights of creditors generally and general principles of equity; and (e) there are no governmental or other third party consents, licenses and approvals required in connection with the execution, delivery, performance, validity and enforceability of this Agreement.

Section 4.    Conditions to Effectiveness. This Agreement and the amendments provided herein shall become effective and enforceable against the parties hereto upon the occurrence of the following conditions precedent:

(a)    Administrative Agent shall have received multiple original counterparts, as requested by Administrative Agent, of this Agreement, duly and validly executed and delivered by duly authorized officers of the Borrower, the Guarantors and the Majority Lenders, and

(b)    Borrower shall have paid all fees and expenses of the Administrative Agent's outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the date this Agreement is entered into.

Section 5.    Effect on Loan Documents; Acknowledgments; Agreements.

(a)    The Borrower and each Guarantor acknowledges that on the date this Agreement is entered into all outstanding Obligations are payable in accordance with their terms and the Borrower and each Guarantor hereby waives any defense, offset, counterclaim or recoupment with respect thereto.

(b)    The Administrative Agent, the Issuing Lender, and the Lenders hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents. After giving effect to this Agreement, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any rights or remedies of the Administrative Agent, the Issuing Lender, or any Lender with respect to the Loan Documents, or (iv) the rights of the Administrative Agent, the Issuing Lender, or any Lender to collect the full amounts owing to them under the Loan Documents.

(c)    Each of the Borrower, the Administrative Agent, the Issuing Lender, and the Lenders does hereby adopt, ratify, and confirm the Credit Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended hereby, and all other Loan Documents are and remain in full force and effect, and the Borrower acknowledges and agrees that its liabilities under the Credit Agreement, as amended hereby, and the other Loan Documents are not impaired in any respect by this Agreement.

(d)    From and after the date this Agreement is entered, all references to the Credit Agreement and the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended prior hereto as described in the recitals, and by this Agreement.




(e)    This Agreement is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

Section 6.    Reaffirmation of the Guaranty. Each Guarantor hereby ratifies, confirms,acknowledges and agrees that its obligations under its respective Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, of all of the Guaranteed Obligations (as defined in such Guaranty), as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under its respective Guaranty in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement, the Notes or any of the other Loan Documents.

Section 7.    Reaffirmation of Security Documents. Each Loan Party (a) represents and warrants that it has no defenses to the enforceability of any Security Instrument, (b) reaffirms the terms of and its obligations (and the security interests granted by it) under each Security Instrument, and agrees that each such Security Instrument will continue in full force and effect to secure the Obligations as the same may be amended, supplemented, or otherwise modified from time to time, and (c) acknowledges, represents, warrants and agrees that the Liens and security interests granted by it pursuant to the Security Instruments are valid and subsisting and create a security interest to secure the Obligations.

Section 8.    Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile or email (i.e., PDF) signature and all such signatures shall be effective as originals.

Section 9.    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Borrower, Holdings, the Lenders, the Issuing Lender, and the Administrative Agent and their respective successors and assigns permitted pursuant to the Credit Agreement.

Section 10.    Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.

Section 11.    Governing Law. This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof.

Section 12.    WAIVER OF JURY TRIAL. EACH LOAN PARTY, THE LENDERS, THE ISSUING LENDER AND THE ADMINISTRATIVE AGENT EACH HEREBY ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED BY AND IT HAS CONSULTED WITH COUNSEL OF ITS CHOICE, AND EACH HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 13.    Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT, AS AMENDED BY THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.

[The remainder of this page has been left blank intentionally.]





EXECUTED effective as of the Effective Date.

BORROWER:
 
ALTA MESA HOLDINGS, LP
By: Alta Mesa Holdings GP, LLC,
       its general partner
By: /s/ Michael A. McCabe
 
Michael A. McCabe

Chief Financial Officer
GUARANTORS:
 
ALTA MESA HOLDINGS GP, LLC
 
By: /s/ Michael A. McCabe
 
Michael A. McCabe
Chief Financial Officer
 
ALTA MESA FINANCE SERVICES CORP.
 
By: /s/ Michael A. McCabe
 
Michael A. McCabe
Chief Financial Officer
 
OEM GP, LLC
 
By :/s/ Michael A. McCabe
 
Michael A. McCabe
Chief Financial Officer
 
ALTA MESA SERVICES, LP
OKLAHOMA ENERGY ACQUISITIONS, LP
Each By: OEM GP, LLC, its general partner
 
By: /s/ Michael A. McCabe
 
Michael A. McCabe
Chief Financial Officer


Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)



ADMINISTRATIVE AGENT/ ISSUING LENDER/ EXISTING LENDER:
 
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Issuing Lender, and Lender
 
By: /s/ Shiloh Davila 
Shiloh Davila
Director


Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


EXISTING LENDERS:
 
TORONTO DOMINION (NEW YORK) LLC
 
By: /s/ Annie Dorval
Name: Annie Dorval
Title: Authorized Signatory


Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


    
ING CAPITAL LLC
 
By: /s/ Josh Strong
Name: Josh Strong
Title: Director
 
By: /s/ Charles Hall
Name: Charles Hall
Title: Managing Director
    

Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


CITIBANK, N.A.

 
By: /s/ William McNeely
Name: William McNeely
Title: Senior Vice President

    

Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


    
CAPITAL ONE, NATIONAL ASSOCIATION

 
By: /s/ Matthew Brice
Name: Matthew Brice
Title: Vice President
                    
        

Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


BOKF, NA dba Bank of Texas
 
By: /s/ Brandon Starr
Name: Brandon Starr

Title: Vice President


            

Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


NATIXIS, NEW YORK BRANCH
 
By: /s/ Vikram Nath
Name: Vikram Nath
Title: Director
 
By: /s/ Brian O'Keefe
Name: Brian O'Keefe
Title: Vice President


            

Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


MORGAN STANLEY BANK, N.A.


 
By: /s/ John Kuhns
Name: John Kuhns

Title: Authorized Signatory



Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)


MORGAN STANLEY SENIOR FUNDING, INC.
 
By: /s/ John Kuhns
Name: John Kuhns

Title: Vice President




Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)




BARCLAYS BANK PLC
 
By: /s/ Jake Lam
Name: Jake Lam

Title: Assistant Vice President


Signature Page to
Amendment No. 3 to Credit Agreement
(Alta Mesa Holdings, LP)

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed as of:8/27/19
Filed on:8/26/19
For Period end:12/31/18NT 10-K
12/5/18
2/9/1825-NSE,  3,  4,  8-K,  8-K/A
9/29/174
12/31/14
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