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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/06/19 Amplify Energy Holdings LLC 10-K 12/31/18 142:29M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Ampy-10-K-12312018 HTML 2.32M
4: EX-10.21 EX-10.21 Letter Agreement HTML 76K
2: EX-10.6 EX-10.6 Form of Restricted Stock Unit Agreement HTML 75K
3: EX-10.7 EX-10.7 Form of Option Forfeiture Agreement HTML 54K
5: EX-21.1 EX-21.1 List of Subsidiaries of Amplify Energy HTML 42K
Corp.
6: EX-23.1 EX-23.1 Consent of Ryder Scott Company, L.P. HTML 46K
7: EX-23.2 EX-23.2 Consent of Kpmg LLP HTML 45K
11: EX-99.1 EX-99.1 Report of Ryder Scott Company, L.P. HTML 124K
8: EX-31.1 EX-31.1 Certification of CEO HTML 52K
9: EX-31.2 EX-31.2 Certification of CFO HTML 52K
10: EX-32.1 EX-32.1 Certifications of CEO and CFO HTML 50K
18: R1 Document and Entity Information HTML 77K
19: R2 Consolidated Balance Sheets HTML 137K
20: R3 Consolidated Balance Sheets (Parenthetical) HTML 65K
21: R4 Statements of Consolidated Operations HTML 154K
22: R5 Statements of Consolidated Cash Flows HTML 207K
23: R6 Statements of Consolidated and Combined Equity HTML 102K
24: R7 Organization and Basis of Presentation HTML 124K
25: R8 Emergence from Voluntary Reorganization under HTML 57K
Chapter 11
26: R9 Fresh Start Accounting HTML 444K
27: R10 Summary of Significant Accounting Policies HTML 142K
28: R11 Revenue HTML 98K
29: R12 Acquisitions and Divestitures HTML 88K
30: R13 Fair Value Measurements of Financial Instruments HTML 153K
31: R14 Risk Management and Derivative Instruments HTML 262K
32: R15 Asset Retirement Obligations HTML 134K
33: R16 Restricted Investments HTML 72K
34: R17 Debt HTML 139K
35: R18 Equity (Deficit) HTML 187K
36: R19 Earnings per Share/Unit HTML 174K
37: R20 Equity-based Awards HTML 481K
38: R21 Supplemental Disclosures to the Consolidated HTML 160K
Balance Sheet and Condensed Statement of Cash
Flows
39: R22 Related Party Transactions HTML 78K
40: R23 Commitments and Contingencies HTML 162K
41: R24 Income Taxes HTML 277K
42: R25 Quarterly Financial Information (Unaudited) HTML 171K
43: R26 Supplemental Oil and Gas Information (Unaudited) HTML 740K
44: R27 Subsequent Events HTML 45K
45: R28 Organization and Basis of Presentation (Policies) HTML 294K
46: R29 Organization and Basis of Presentation (Tables) HTML 102K
47: R30 Fresh Start Accounting (Tables) HTML 443K
48: R31 Summary of Significant Accounting Policies HTML 97K
(Tables)
49: R32 Revenue (Tables) HTML 94K
50: R33 Acquisitions and Divestitures (Tables) HTML 82K
51: R34 Fair Value Measurements of Financial Instruments HTML 141K
(Tables)
52: R35 Risk Management and Derivative Instruments HTML 263K
(Tables)
53: R36 Asset Retirement Obligations (Tables) HTML 133K
54: R37 Restricted Investments (Tables) HTML 72K
55: R38 Debt (Tables) HTML 106K
56: R39 Equity (Deficit) (Tables) HTML 180K
57: R40 Earnings per Share/Unit (Tables) HTML 174K
58: R41 Equity-based Awards (Tables) HTML 480K
59: R42 Supplemental Disclosures to the Consolidated HTML 161K
Balance Sheet and Condensed Statement of Cash
Flows (Tables)
60: R43 Related Party Transactions (Tables) HTML 72K
61: R44 Commitments and Contingencies (Tables) HTML 152K
62: R45 Income Taxes (Tables) HTML 276K
63: R46 Quarterly Financial Information (Unaudited) HTML 170K
(Tables)
64: R47 Supplemental Oil and Gas Information (Unaudited) HTML 749K
(Tables)
65: R48 Organization and Basis of Presentation - HTML 64K
Additional Information (Detail)
66: R49 Organization and Basis of Presentation - Summary HTML 67K
of Prior Period Adjustments in Cash Flows
(Details)
67: R50 Emergence from Voluntary Reorganization under HTML 85K
Chapter 11 - Additional Information (Detail)
68: R51 Fresh Start Accounting - Additional Information HTML 63K
(Detail)
69: R52 Fresh Start Accounting - Reconciliation of the HTML 55K
Enterprise Value to the Reorganization Value
(Detail)
70: R53 Fresh Start Accounting - Application of Fresh HTML 186K
Start Accounting to Balance Sheet (Detail)
71: R54 Fresh Start Accounting - Summary of Changes in HTML 59K
Cash and Cash Equivalents (Details)
72: R55 Fresh Start Accounting - Summary of Changes in HTML 53K
Cash and Cash Equivalents (Parenthetical)
(Details)
73: R56 Fresh Start Accounting - Summary of Net Increase HTML 55K
in Accrued liabilities (Details)
74: R57 Fresh Start Accounting - Schedule of Settlement of HTML 71K
Liabilities Subject to Compromise and Resulting
Net Gain (Detail)
75: R58 Fresh Start Accounting - Schedule of Net Increase HTML 78K
in Stockholders'/Partners' Equity (Detail)
76: R59 Fresh Start Accounting - Schedule of Fresh Start HTML 78K
Adjustments to Property and Equipment, Net
(Detail)
77: R60 Fresh Start Accounting - Schedule of HTML 61K
Reorganization Items, net (Detail)
78: R61 Summary of Significant Accounting Policies - HTML 96K
Additional Information (Detail)
79: R62 Summary of Significant Accounting Policies - Major HTML 68K
Customers (Detail)
80: R63 Revenue - Summary of Impact of Adoption of ASC 606 HTML 77K
(Detail)
81: R64 Revenue - Summary of Revenues Disaggregated HTML 59K
(Detail)
82: R65 Revenue - Additional Information (Detail) HTML 46K
83: R66 Acquisitions and Divestitures - Acquisition and HTML 49K
Divestiture Related Expenses (Detail)
84: R67 Acquisitions and Divestitures - Additional HTML 82K
Information (Detail)
85: R68 Acquisitions and Divestitures - Schedule of Income HTML 52K
(Loss) before Income Taxes Including (Gain) Loss
on Divestiture (Detail)
86: R69 Fair Value Measurements of Financial Instruments - HTML 61K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
87: R70 Fair Value Measurements of Financial Instruments - HTML 53K
Additional Information (Detail)
88: R71 Risk Management and Derivative Instruments - HTML 55K
Additional Information (Detail)
89: R72 Risk Management and Derivative Instruments - Open HTML 81K
Commodity Positions (Detail)
90: R73 Risk Management and Derivative Instruments - Gross HTML 81K
Fair Value of Derivative Instruments by
Appropriate Balance Sheet (Detail)
91: R74 Risk Management and Derivative Instruments - HTML 57K
Unrealized and Realized Gains and Losses Related
to Derivative Instruments (Detail)
92: R75 Asset Retirement Obligations - Summary of Changes HTML 74K
in Asset Retirement Obligations (Detail)
93: R76 Restricted Investments - Restricted Investment HTML 53K
Balances (Detail)
94: R77 Debt - Consolidated Debt Obligations (Detail) HTML 53K
95: R78 Debt - Consolidated Debt Obligations HTML 51K
(Parenthetical) (Detail)
96: R79 Debt - Credit Facility - Additional Information HTML 156K
(Detail)
97: R80 Debt - Summary of Weighted-Average Interest Rates HTML 53K
Paid on Variable-Rate Debt Obligations (Detail)
98: R81 Debt - Senior Notes - Additional Information HTML 94K
(Detail)
99: R82 Debt - Unamortized Deferred Financing Costs - HTML 59K
Additional Information (Detail)
100: R83 Equity (Deficit)- Additional Information (Detail) HTML 166K
101: R84 Equity (Deficit) - Summary of Changes in Number of HTML 95K
Outstanding Common Units and Shares of Common
Stock (Detail)
102: R85 Equity (Deficit) - Summary of Changes in Number of HTML 50K
Outstanding Common Units and Shares of Common
Stock (Parenthetical) (Detail)
103: R86 Equity (Deficit) - Summary of Assumptions used to HTML 60K
Estimate the Fair Value (Detail)
104: R87 Equity (Deficit) - Summary of Quarterly Cash HTML 65K
Distribution Rates (Detail)
105: R88 Earnings per Share/Unit - Calculation of Earnings HTML 112K
(Loss) per Share/Unit (Detail)
106: R89 Earnings Per Share/Unit - Calculation of Earnings HTML 51K
(Loss) Per Share/Unit (Parenthetical) (Detail)
107: R90 Equity-based Awards - Additional Information HTML 173K
(Detail)
108: R91 Equity-based Awards - Summary of Information HTML 80K
Regarding Restricted Stock Unit Awards (Detail)
109: R92 Equity-based Awards - Summary of Information HTML 62K
Regarding Restricted Stock Unit Awards
(Parenthetical) (Detail)
110: R93 Equity-based Awards - Summary of Fair Value HTML 64K
Assumptions (Detail)
111: R94 Equity-based Awards - Summary of Modified-Date HTML 59K
Grant Fair Value Estimated Using Black-Scholes
Option Pricing Model (Detail)
112: R95 Equity-based Awards - Summary of Restricted Stock HTML 61K
Option Awards (Detail)
113: R96 Equity-based Awards - Summary of Information HTML 68K
Regarding Restricted Stock Awards (Detail)
114: R97 Equity-based Awards - Summary of Information HTML 48K
Regarding Restricted Stock Awards (Parenthetical)
(Detail)
115: R98 Equity-based Awards - Summary of Information HTML 73K
Regarding Restricted Common Unit Awards (Detail)
116: R99 Equity-based Awards - Summary of Information HTML 47K
Regarding Restricted Common Unit Awards
(Parenthetical) (Detail)
117: R100 Equity-based Awards - Summary of Information HTML 60K
Regarding Predecessor's Phantom Unit Awards
(Detail)
118: R101 Equity-based Awards - Summary of Amount of HTML 70K
Compensation Expense Recognized (Detail)
119: R102 Supplemental Disclosures to the Consolidated HTML 62K
Balance Sheet and Condensed Statement of Cash
Flows - Summary of Current Accrued Liabilities
(Detail)
120: R103 Supplemental Disclosures to the Consolidated HTML 53K
Balance Sheet and Condensed Statement of Cash
Flows - Summary of Cash and Cash Equivalents
Reconciliation (Detail)
121: R104 Supplemental Disclosures to the Consolidated HTML 60K
Balance Sheet and Condensed Statement of Cash
Flows - Summary of Supplemental Cash Flows
(Detail)
122: R105 Related Party Transactions - Additional HTML 87K
Information (Detail)
123: R106 Related Party Transactions - Schedule of Amount of HTML 49K
General and Administrative Costs and Expenses
Recognized (Detail)
124: R107 Commitments and Contingencies - Additional HTML 79K
Information (Detail)
125: R108 Commitments and Contingencies - Environmental HTML 54K
Reserves (Detail)
126: R109 Commitments and Contingencies - Lease Obligations HTML 62K
(Detail)
127: R110 Commitments and Contingencies - Purchase HTML 60K
Commitments Under the Contracts (Detail)
128: R111 Income Taxes - Additional Information (Details) HTML 74K
129: R112 Income Taxes - Components of Income Tax Expense HTML 73K
(Benefit) (Detail)
130: R113 Income Taxes - Reconciliation of Income Tax HTML 73K
Benefit (Provision) (Detail)
131: R114 Income Taxes - Components of Net Deferred Income HTML 85K
Tax Liabilities (Detail)
132: R115 Quarterly Financial Information (Unaudited) - HTML 75K
Quarterly Financial Data (Detail)
133: R116 Supplemental Oil and Gas Information (Unaudited) - HTML 53K
Schedule of Capitalized Costs Relating to Oil and
Natural Gas Producing Activities (Detail)
134: R117 Supplemental Oil and Gas Information (Unaudited) - HTML 62K
Costs Incurred in Oil and Natural Gas Property
Acquisition, Exploration and Development
Activities (Detail)
135: R118 Supplemental Oil and Gas Information (Unaudited) - HTML 60K
Additional Information (Detail)
136: R119 Supplemental Oil and Gas Information (Unaudited) - HTML 50K
Schedule of Product Prices Used for Valuing the
Reserves (Detail)
137: R120 Supplemental Oil and Gas Information (Unaudited) - HTML 123K
Schedule of Net Reserves (Detail)
138: R121 Supplemental Oil and Gas Information (Unaudited) HTML 73K
-Standardized Measure of Discounted Future Net
Cash Flows (Detail)
139: R122 Supplemental Oil and Gas Information (Unaudited) - HTML 84K
Schedule of Changes in Standardized Measure of
Discounted Future Net Cash Flows Relating to
Proved Reserves (Detail)
141: XML IDEA XML File -- Filing Summary XML 276K
140: EXCEL IDEA Workbook of Financial Reports XLSX 185K
12: EX-101.INS XBRL Instance -- ampy-20181231 XML 9.01M
14: EX-101.CAL XBRL Calculations -- ampy-20181231_cal XML 325K
15: EX-101.DEF XBRL Definitions -- ampy-20181231_def XML 1.68M
16: EX-101.LAB XBRL Labels -- ampy-20181231_lab XML 2.23M
17: EX-101.PRE XBRL Presentations -- ampy-20181231_pre XML 2.19M
13: EX-101.SCH XBRL Schema -- ampy-20181231 XSD 392K
142: ZIP XBRL Zipped Folder -- 0001564590-19-006483-xbrl Zip 431K
Exhibit 10.21
Execution Version
Amplify Energy Operating LLC
500 Dallas Street, Suite 1700
Attention: Martyn Willsher
Ladies and Gentlemen:
Reference is made to that certain Credit Agreement dated as of November 2, 2018 (as amended, restated, modified or supplemented from time to time prior to the date hereof, the “Credit Agreement”) among Amplify Energy Operating LLC, a Delaware limited liability company (the “Borrower”), Amplify Acqusitionco Inc., a Delaware corporation (the “Parent”), the financial institutions from time to time party thereto (the “Lenders”), and Bank of Montreal as administrative agent (the “Administrative Agent”) for the Lenders, and as L/C Issuer. Capitalized terms used herein and not otherwise defined herein have the meaning ascribed thereto in the Credit Agreement.
The Borrower has delivered satisfactory evidence to the Administrative Agent demonstrating its compliance with the minimum hedging requirements set forth in Section 6.19(a) of the Credit Agreement. Due to the current market prices for Hydrocarbons, however, the Borrower has requested that the Administrative Agent and the Lenders consent to an extension of the date by which the Borrower must show compliance with its December 31, 2018 hedging requirements in Section 6.19(b) of the Credit Agreement.
Further, the Borrower has commenced the process of establishing its Deposit Accounts with BMO Harris Bank N.A., an affiliate of the Administrative Agent, and in connection with such process has requested that with respect to the Deposit Accounts listed on Schedule A attached hereto (the “Wells Fargo Accounts”), the Administrative Agent and the Lenders waive the requirement under Section 6.18(a) of the Credit Agreement requiring that the Borrower deliver to the Administrative Agent within 60 days after the Closing Date, a Control Agreement with respect to each Deposit Account held or maintained by any Loan Party on the Closing Date.
By this Letter Agreement, the Administrative Agent and the Lenders party hereto, and for the avoidance of doubt, the Borrower hereby acknowledges and agrees that (i) the date by which the Borrower must deliver satisfactory evidence to the Administrative Agent pursuant to Section 6.l 9(b) of the Credit Agreement confirming that it has entered into Hedge Transactions for the period from (a) December 31, 2018 to December 31, 2019 covering at least fifty percent (50%) of the reasonably anticipated projected production of natural gas and crude oil from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties for each month in the immediately following twelve calendar months, be extended from December 31, 2018 to February 28, 2019 and (b) December 31, 2019 to December 31, 2020 covering at least twentyfive percent (25%) of the reasonably anticipated projected production of natural gas and crude oil from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties for each month in the immediately following twelve calendar months, be extended from December 31, 2018 to February 28, 2019, and (ii) the Borrower shall not be required to deliver Control Agreements for the Wells Fargo Accounts so long as on or before (a) January 31, 2019, the Borrower shall have delivered to the Administrative Agent a Control Agreement for each Deposit Account that is maintained by any Loan Party with BMO Harris Bank, N.A., and (b) February 28, 2019, the Borrower shall have delivered to the Administrative Agent evidence demonstrating that the each of the Wells Fargo Accounts shall have been closed.
730808020 18599474
This Letter Agreement constitutes an agreement of the Credit Agreement with respect to the specific matters set forth above, and the provisions of this Letter Agreement shall be strictly limited as set forth above. Except to the extent (but only to such extent) of any modification or waiver to the Credit Agreement provided above, the Borrower hereby further ratifies, approves and confirms all of the Obligations under the Credit Agreement and the other Loan Documents. The Borrower represents and warrants that after giving effect to this Letter Agreement, no Default or Event of Default has occurred and is continuing.
This Letter Agreement shall become effective upon receipt by the Administrative Agent of duly executed counterparts of this Letter Agreement from the Borrower, the Administrative Agent and Lenders comprising at least the Majority Lenders.
This Letter Agreement may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. A facsimile signature or electronic signature (e.g. pdf), of any party hereto shall be deemed to be an original signature for the purposes of this Letter Agreement.
This Letter Agreement shall be governed by, and construed in accordance with, the law of the State of New York.
730808020 18599474
Please confirm that the foregoing is our mutual understanding by signing and returning to us an executed counterpart of this letter agreement.
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Very truly yours, |
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BANK OF MONTREAL, as Administrative Agent |
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By: |
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/s/ James V. Ducote |
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Name: |
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Title: |
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Managing Director |
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Accepted and agreed to as of the date first above written: |
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AMPLIFY ENERGY OPERATING LLC, as Borrower |
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By: |
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/s/ Martyn Willsher |
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Name: |
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Martyn Willsher |
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Title: |
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Senior Vice President and Chief Financial Officer |
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AMPLIFY ACQUISITIONCO, INC., as Parent |
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By: |
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/s/ Martyn Willsher |
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Name: |
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Martyn Willsher |
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Title: |
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Senior Vice President and Chief Financial Officer |
730808020 18599474
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BANK OF MONTREAL, as Lender |
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By: |
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/s/ James V. Ducote |
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Name: |
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Title: |
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Managing Director |
730808020 18599474
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Bank of America, N.A., as a Lender |
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By: |
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/s/ Raza Jafferi |
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Name: |
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Title: |
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Director |
730808020 18599474
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Regions Bank as a Lender |
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By: |
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/s/ Daniel G. Steele |
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Name: |
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Title: |
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Managing Director |
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U.S. BANK NATIONAL ASSOCIATION as a Lender |
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By: |
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/s/ John C. Lozano |
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Name: |
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Title: |
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Senior Vice President |
730808020 18599474
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CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender |
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By: |
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Name: |
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Title: |
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Authorized Signatory |
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By: |
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/s/ Megan Larson |
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Name: |
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Title: |
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Authorized Signatory |
730808020 18599474
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KeyBank, National Association as a Lender |
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By: |
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/s/ George E. McKean |
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Name: |
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Title: |
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Senior Vice President |
730808020 18599474
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Hancock Whitney Bank as a Lender |
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By: |
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/s/ Parker U. Mears |
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Name: |
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Title: |
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Senior Vice President |
730808020 18599474
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UBS AG, STAMFORD BRANCH as a Lender |
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By: |
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/s/ Craig Pearson |
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Name: |
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Title: |
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Associate Director |
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By: |
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/s/ Houssem Daly |
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Name: |
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Title: |
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Associate Director |
730808020 18599474
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GOLDMAN SACHS BANK USA, as a Lender |
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By: |
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/s/ David K. Gaskell |
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Name: |
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Title: |
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Authorized Signer |
730808020 18599474
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Name of Grantor |
Name of lnstitution |
Account Number |
Description of Account |
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Amplify Energy Operating LLC |
Wells Fargo |
4122193030 |
Main Operating Account |
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Amplify Energy Operating LLC |
Wells Fargo |
9600152164 |
AP Account |
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Amplify Energy Operating LLC |
Wells Fargo |
9600152179 |
Royalty Account |
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San Pedro Bay Pipeline Company |
Wells Fargo |
4124924044 |
Main Operating Account |
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San Pedro Bay Pipeline Company |
Wells Fargo |
9624000767 |
AP Account |
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Beta Operating Company, LLC |
Wells Fargo |
4122011869 |
Main Operating Account |
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Beta Operating Company, LLC |
Wells Fargo |
9624000759 |
AP Account |
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Amplify Energy Services LLC |
Wells Fargo |
4493290902 |
Main Operating Account |
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Amplify Energy Services LLC |
Wells Fargo |
4493290910 |
Payroll Account |
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Amplify Energy Services LLC |
Wells Fargo |
9657481926 |
AP Account |
730808020 18599474
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/31/20 | ||||
| 12/31/19 | ||||
| Filed on: | 3/6/19 | 8-K | ||
| 2/28/19 | ||||
| 1/31/19 | 8-K | |||
| For Period end: | 12/31/18 | |||
| 12/21/18 | 8-K, SC TO-I/A | |||
| 11/2/18 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/07/24 Amplify Energy Corp. 10-K 12/31/23 109:12M Toppan Merrill Bridge/FA 3/09/23 Amplify Energy Corp. 10-K 12/31/22 108:13M Toppan Merrill Bridge/FA 3/09/22 Amplify Energy Corp. 10-K 12/31/21 111:13M Toppan Merrill Bridge/FA 3/11/21 Amplify Energy Corp. 10-K 12/31/20 118:20M ActiveDisclosure/FA 12/11/20 Amplify Energy Corp. 424B3 1:753K Donnelley … Solutions/FA 12/10/20 Amplify Energy Corp. 424B3 1:729K Donnelley … Solutions/FA |