Alta Mesa Holdings, LP Sample Contracts

Alta Mesa Holdings, LP – AMENDMENT NO. 2 TO CREDIT AGREEMENT (November 14th, 2018)

This Amendment No. 2 to Credit Agreement ("Agreement") dated as of August 13, 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").

Alta Mesa Holdings, LP – MASTER ASSIGNMENT, INCREASE AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENT (November 14th, 2018)

This Master Assignment, Increase Agreement and Amendment No. 1 to Credit Agreement ("Agreement") dated as of May 14, 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"), and Barclays Bank PLC (the “New Lender”).

Alta Mesa Holdings, LP – ALTA MESA HOLDINGS, LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (February 14th, 2018)

The following unaudited pro forma condensed consolidated financial statements and explanatory notes give effect to the sale of all our oil and natural gas assets in Weeks Island field to Texas Petroleum Investment Company on December 30, 2017 and the disposition of all our remaining oil and natural gas assets that were not located in the STACK prior to the closing of the Business Combination with Alta Mesa Resources Inc. (formerly Silver Run Acquisition Corporation II, a Delaware corporation (“AMR”), to High Mesa Holdings, L.P, a Delaware limited partnership.

Alta Mesa Holdings, LP – MANAGEMENT SERVICES AGREEMENT By and Between: ALTA MESA HOLDINGS, LP, as the “Agent” and KINGFISHER MIDSTREAM, LLC, as the “Company” February 9, 2018 (February 14th, 2018)

THIS MANAGEMENT SERVICES AGREEMENT (as the same may be amended, restated or otherwise modified, this “Agreement”) is made and entered into as of the 9th day of February, 2018 (the “Effective Date”), by and between Alta Mesa Holdings, LP, a Texas limited partnership (the “Agent”), and Kingfisher Midstream, LLC, a Delaware limited liability company (the “Company”). The Agent and the Company are referred to individually herein as a “Party” and collectively as the “Parties”.

Alta Mesa Holdings, LP – SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (A Texas Limited Partnership) (February 14th, 2018)

THIS SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) is made as of the 9th day of February, 2018, by and among Alta Mesa Holdings GP, LLC, a Texas limited liability company (the “General Partner”), and those Persons (hereinafter defined) who execute this Agreement as limited partners (collectively, the “Limited Partners”), and they together hereby form a limited partnership (the “Partnership”) pursuant to TBOC (hereinafter defined).

Alta Mesa Holdings, LP – SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTA MESA HOLDINGS GP, LLC (A Texas Limited Liability Company) February 9, 2018 (February 14th, 2018)

This Sixth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Alta Mesa Holdings GP, LLC, a Texas limited liability company (the “Company”), is entered into by and between the members set forth in Exhibit A (the “Members”), as of February 9, 2018 (the “Effective Date”).

Alta Mesa Holdings, LP – Contract (September 14th, 2017)

Disclaimer FORWARD-LOOKING STATEMENTS The information in this presentation and the oral statements made in connection therewith include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this presentation, regarding Silver Run II’s proposed business combination with Alta Mesa Holdings, LP (“Alta Mesa”) and Kingfisher Midstream, LLC (“KFM”), Silver Run II’s ability to consummate the business combination, the benefits of the business combination and Silver Run II’s future financial performance following the business combination, as well as Alta Mesa’s and KFM’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, including any oral statements made in connect

Alta Mesa Holdings, LP – FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTA MESA HOLDINGS GP, LLC (A Texas Limited Liability Company) August 16, 2017 (August 17th, 2017)

This Fifth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Alta Mesa Holdings GP, LLC, a Texas limited liability company (the “Company”), is entered into by and between the members set forth in Exhibit A (the “Members”), as of August 16, 2017 (the “Effective Date”).

Alta Mesa Holdings, LP – CONTRIBUTION AGREEMENT by and among HIGH MESA HOLDINGS, LP HIGH MESA HOLDINGS GP, LLC, ALTA MESA HOLDINGS, LP, ALTA MESA HOLDINGS GP, LLC, SILVER RUN ACQUISITION CORPORATION II, solely for purposes of Section 6.7, Section 10.3 and Section 11.13, the Contributor Owners party hereto, and, also for purposes of Section 6.6(j), Michael E. Ellis Dated as of August 16, 2017 (August 17th, 2017)

This Contribution Agreement dated as of August 16, 2017 (this “Agreement”) is made and entered into by and among High Mesa Holdings, L.P., a Delaware limited partnership (the “Contributor”), High Mesa Holdings GP, LLC., a Texas limited liability company (“GP Holdings”), Alta Mesa Holdings, LP, a Texas limited partnership (“Alta Mesa”), Alta Mesa Holdings GP, LLC, a Texas limited liability company and general partner of Alta Mesa (“Alta Mesa GP” and, collectively with Alta Mesa, the “Alta Mesa Parties”), Silver Run Acquisition Corporation II, a Delaware corporation (“Buyer”), solely for purposes of Section 6.7, Section 10.3 and Section 11.13, the Contributor Owners (as defined herein) and also for purposes of Section 6.6(j), Michael E. Ellis, an individual residing in the State of Texas (“Ellis”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party,” and all of the parties to this Agreement are sometimes collectively referred to in t

Alta Mesa Holdings, LP – Alta Mesa Holdings, LP August 17, 2017 (August 17th, 2017)

Hello, everyone. I’m Jim Hackett. Hal Chappelle and I are very excited to be here today to talk about a compelling investment opportunity. I’ll walk through an introduction of the company, as well as a brief overview of the transaction. Hal will come in and speak about the Upstream and Midstream assets. Then he’ll turn it over to Mike McCabe, the CFO, to talk about the financial overview. Finally, I’ll finish with some comments about valuation and timeline going forward. Hal?

Alta Mesa Holdings, LP – SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (A Texas Limited Partnership) (August 17th, 2017)

THIS SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) is made as of the 16th day of August, 2017, by and among Alta Mesa Holdings GP, LLC, a Texas limited liability company (the “General Partner”), and those Persons (hereinafter defined) who execute this Agreement as limited partners (collectively, the “Limited Partners”), and they together hereby form a limited partnership (the “Partnership”) pursuant to TBOC (hereinafter defined).

Alta Mesa Holdings, LP – CONTRIBUTION AGREEMENT (January 5th, 2017)

This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 31, 2016, is entered into by and between High Mesa Inc., a Delaware corporation (the “Contributor”), whose address is 15021 Katy Freeway, Suite 400, Houston, Texas 77094 and Alta Mesa Holdings, LP, a Texas limited partnership (the “Partnership”), whose address is 15021 Katy Freeway, Suite 400, Houston, Texas 77094. Contributor and the Partnership are collectively referred to herein as the “Parties” and each individually as a “Party.”

Alta Mesa Holdings, LP – Alta Mesa Holdings, LP Completes Tender Offer for 9.625% Senior Notes due 2018 (December 8th, 2016)

HOUSTON, TEXAS, December 8, 2016 – Alta Mesa Holdings, LP (“Alta Mesa” or the “Company”) announced today that the previously announced tender offer to purchase any and all of the outstanding 9.625% senior notes due 2018 (CUSIP No. 021332 AC5) (the “Notes”) issued by Alta Mesa and Alta Mesa Finance Services Corp., co-issuer of the Notes, expired at 5:00 p.m., New York City time, on December 7, 2016 (the “Expiration Time”).

Alta Mesa Holdings, LP – ALTA MESA HOLDINGS, LP, ALTA MESA FINANCE SERVICES CORP. EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO AND U.S. BANK NATIONAL ASSOCIATION AS TRUSTEE INDENTURE Dated as of December 8, 2016 7.875% Senior Notes due 2024 (December 8th, 2016)

This INDENTURE dated as of December 8, 2016, among Alta Mesa Holdings, LP, a Texas limited partnership (the “Company”), and Alta Mesa Finance Services Corp., a Delaware corporation (the “Co-Issuer” and, together with the Company, the “Issuers”), the Subsidiary Guarantors (as defined herein) and U.S. Bank National Association (the “Trustee”), as trustee.

Alta Mesa Holdings, LP – Alta Mesa Holdings, LP Announces Closing of Private Offering of $500 Million of Senior Notes Due 2024 (December 8th, 2016)

HOUSTON, TEXAS, December 8, 2016 – Alta Mesa Holdings, LP (“Alta Mesa” or the “Company”) and its wholly-owned subsidiary, Alta Mesa Finance Services Corp. (“Co-Issuer”), announced today the closing of its private offering to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) of $500 million in aggregate principal amount of 7.875% senior unsecured notes due 2024 (the “Notes”). The Notes will mature on December 15, 2024, unless redeemed in accordance with their terms prior to such date. The Notes are guaranteed on a senior unsecured basis by certain of Alta Mesa’s subsidiaries, and may be guaranteed by certain future subsidiaries. Interest on the Notes is payable semi-annually.

Alta Mesa Holdings, LP – REGISTRATION RIGHTS AGREEMENT by and among Alta Mesa Holdings, LP, Alta Mesa Finance Services Corp., the Guarantors party hereto, and Wells Fargo Securities, LLC, as representative of the Initial Purchasers Dated as of December 8, 2016 (December 8th, 2016)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 8, 2016, by and among Alta Mesa Holdings, LP, a Texas limited partnership (the “Company”), Alta Mesa Finance Services Corp., a Delaware corporation (“FinCo,” and together with the Company, the “Issuers”), the entities listed as signatory guarantors hereto (collectively, the “Guarantors”), and Wells Fargo Securities, LLC, as the representative of the initial purchasers listed on Schedule I to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 7.875% Senior Notes due 2024 (the “Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Notes and the Guarantees attached thereto are herein collectively referred to as the “Securities.”

Alta Mesa Holdings, LP – ALTA MESA HOLDINGS, LP, AND ALTA MESA FINANCE SERVICES CORP. 7.875% SENIOR NOTES DUE 2024 PURCHASE AGREEMENT (December 5th, 2016)
Alta Mesa Holdings, LP – Alta Mesa Holdings, LP Announces Pricing of Upsized $500 Million Aggregate Principal Amount of Senior Notes Due 2024 (December 5th, 2016)

HOUSTON, TEXAS, December 2, 2016 – Alta Mesa Holdings, LP (“Alta Mesa”) announced today that it and its wholly-owned subsidiary, Alta Mesa Finance Services Corp. (“Co-Issuer”), priced a private offering to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) of $500 million aggregate principal amount of 7 7/8% senior unsecured notes due 2024 at par (the “Notes”). This represents an increase of $50 million over the aggregate principal amount previously announced. The private offering is expected to close on December 8, 2016, subject to customary closing conditions.

Alta Mesa Holdings, LP – PRESS RELEASE FOR IMMEDIATE RELEASE: (November 30th, 2016)

HOUSTON, TX, November 30, 2016 – Alta Mesa Holdings, LP (“Alta Mesa”) announced today that it and its wholly-owned subsidiary, Alta Mesa Finance Services Corp., intend to commence a private offering to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), subject to market or other conditions, of $450 million aggregate principal amount of senior unsecured notes due 2024. Concurrently with this offering, Alta Mesa commenced a tender offer (the “Tender Offer”) to purchase for cash, subject to certain conditions, any and all of its $450 million aggregate principal amount of 9.625% senior notes due 2018 (the “2018 Notes”).

Alta Mesa Holdings, LP – Alta Mesa Holdings, LP Commences Tender Offer for 9.625% Senior Notes due 2018 (November 30th, 2016)

HOUSTON, TEXAS, November 30, 2016 – Alta Mesa Holdings, LP (“Alta Mesa” or the “Company”) today announced that it has commenced a cash tender offer for any and all of the outstanding $450,000,000 aggregate principal amount of the 9.625% senior notes due 2018 (CUSIP No. 021332 AC5) (the “Notes”) issued by Alta Mesa and Alta Mesa Finance Services Corp., co-issuer of the Notes, on the terms and subject to the conditions set forth in the Offer to Purchase, dated the date hereof (the “Offer to Purchase”), the related Letter of Transmittal (the “Letter of Transmittal”), and the related Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery”). The tender offer is referred to herein as the “Offer”. The Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery are referred to herein collectively as the “Offer Documents”.

Alta Mesa Holdings, LP – ALTA MESA HOLDINGS, L.P. Estimated Future Reserves Attributable to Certain Leasehold and Royalty Interests SEC Parameters As of September 30, 2016 (November 14th, 2016)

At the request of Alta Mesa Holdings, L.P. (Alta Mesa), Ryder Scott Company, L.P. (Ryder Scott) has conducted a reserves audit of the estimates of the proved reserves as of September 30, 2016 prepared by Alta Mesa’s engineering and geological staff based on the definitions and disclosure guidelines of the United States Securities and Exchange Commission (SEC) contained in Title 17, Code of Federal Regulations, Modernization of Oil and Gas Reporting, Final Rule released January 14, 2009 in the Federal Register (SEC regulations), except for certain cost and revenue considerations, as discussed in the section of this report addressing estimates of future net income prepared by Alta Mesa. Our reserves audit, completed in early November 2016 and presented herein, was prepared for public disclosure by Alta Mesa in filings made with the SEC in accordance with the disclosure requirements set forth in the SEC regulations. The estimated reserves shown herein represent Alta Mesa’s estimated net r

Alta Mesa Holdings, LP – SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT Among ALTA MESA HOLDINGS, LP as Borrower, THE LENDERS PARTY HERETO from time to time as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent and as Issuing Lender November 10, 2016 Wells Fargo Securities, LLC as Sole Lead Arranger and Sole Bookrunner Capital One, National Association and Natixis as Co-Syndication Agents Toronto Dominion (New York) LLC and ING Capital LLC as Co-Documentation Agent (November 10th, 2016)

This Seventh Amended and Restated Credit Agreement dated as of November 10, 2016 (the "Credit Agreement") is among Alta Mesa Holdings, LP, a Texas limited partnership ("Borrower"), the lenders party hereto from time to time ("Lenders"), and Wells Fargo Bank, National Association as administrative agent for such Lenders (in such capacity, the "Administrative Agent") and as issuing lender for such Lenders (in such capacity, the "Existing Issuing Lender").

Alta Mesa Holdings, LP – FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ALTA MESA HOLDINGS, LP (September 1st, 2016)

This Fourth Amended and Restated Limited Partnership Agreement (as amended from time to time in accordance with its terms, this “Agreement”) of Alta Mesa Holdings, LP, a Texas limited partnership (the “Partnership”)  is entered into effective as of August 31, 2016 (the “Effective Date”)  by and among Alta Mesa Holdings GP, LLC, a Texas limited liability company, as general partner (the “General Partner”), High Mesa Inc. (f/k/a Alta Mesa Investment Holdings Inc.),  a Delaware corporation, as holder of Class B Units  (“AMIH” or the “Class B Limited Partner”), and the parties set forth on

Alta Mesa Holdings, LP – Third Amended And Restated LIMITED LIABILITY COMPANY AGREEMENT OF ALTA MESA HOLDINGS GP, LLC (A Texas Limited Liability Company) August 31, 2016 (September 1st, 2016)

This Third Amended And Restated Limited Liability Company Agreement (this “Agreement”) of Alta Mesa Holdings GP, LLC, a Texas limited liability company (the “Company”), is entered into by and between ALTA MESA RESOURCES, LP, a Texas limited partnership (the “Class A Member”), and High Mesa Inc. (f/k/a ALTA MESA INVESTMENT HOLDINGS INC.), a Delaware corporation (the “Class B Member” and together with the Class A Member, the “Members”), as of August 31, 2016 (the “Effective Date”).

Alta Mesa Holdings, LP – AGREEMENT AND AMENDMENT NO. 14 (August 11th, 2016)

This Sixth Amended and Restated Credit Agreement dated as of May 13, 2010 (the "Credit Agreement") is among Alta Mesa Holdings, LP, a Texas limited partnership ("Borrower"), the lenders party hereto from time to time ("Lenders"), and Wells Fargo Bank, N.A., as administrative agent for such Lenders (in such capacity, the "New Administrative Agent") and as issuing lender for such Lenders (in such capacity, the "

Alta Mesa Holdings, LP – Alta Mesa Holdings, LP Announces Offer to Exchange 9 5/8% Outstanding Senior Notes due 2018 for 10 5/8% Senior Secured Third Lien Term Loans Maturing in 2021 (February 12th, 2016)

HOUSTON, TEXAS, February 11, 2016 – Alta Mesa Holdings, LP (“Alta Mesa” or the “Company”) today announced that it has commenced a private offer to exchange (the “Exchange Offer”), upon the terms and conditions set forth in a confidential offer to exchange and consent solicitation statement and a related letter of transmittal, each dated February 11, 2016 (together, the “Offer to Exchange and Solicitation Statement”), any and all of its outstanding 9 5/8% senior notes due 2018 (the “Notes”) held by Eligible Holders (as defined below), for new 10 5/8% senior secured third lien term loans of Alta Mesa maturing in 2021 (the “Term Loans”), and that it is seeking consents to amend certain provisions of the indenture relating to the Notes (the “Indenture”). Receipt of the consents required to amend the Indenture is not a condition to the consummation of the Exchange Offer, and the Exchange Offer may be consummated even if the requisite consents are not received.

Alta Mesa Holdings, LP – THIRD LIEN SENIOR SECURED TERM LOAN AGREEMENT among ALTA MESA HOLDINGS, LP as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Administrative Agent February 11, 2016 Goldman Sachs Lending Partners LLC as Sole Lead Arranger and Sole Bookrunner (February 12th, 2016)

This Third Lien Senior Secured Term Loan Agreement dated as of February 11, 2016 is among Alta Mesa Holdings, LP, a Texas limited partnership (the “Borrower”), the Lenders (as defined below), and Wilmington Trust, National Association, as administrative agent and collateral agent for such Lenders (in such capacities, the “Administrative Agent”).

Alta Mesa Holdings, LP – ALTA MESA HOLDINGS, LP UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (February 12th, 2016)

The following unaudited pro forma condensed consolidated financial statements and explanatory notes give effect to the sale of all membership interests (the “Membership Interests”) in Alta Mesa Eagle, LLC (“AME”), Alta Mesa Holdings, LP’s (“Alta Mesa,” “we,” “us”, “the Company”) wholly owned subsidiary, to EnerVest Energy Institutional Fund XIV-A, L.P. and EnerVest Energy Institutional Fund XIV-WIC, L.P. (collectively, “EnerVest”) on September 30, 2015, pursuant to a purchase and sale agreement (the “Sale Agreement”) entered into by the Company, AME and EnerVest on September 16, 2015, with an effective date of July 1, 2015.

Alta Mesa Holdings, LP – FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT AMONG ALTA MESA HOLDINGS, LP, AS BORROWER, MORGAN STANLEY ENERGY CAPITAL INC., AS ADMINISTRATIVE AGENT, AND THE LENDERS PARTY HERETO Dated as of February 3, 2016 (February 9th, 2016)

This FIRST AMENDMENT TO SENIOR SECURED TERM LOAN AGREEMENT (this “Amendment”) dated as of February 3, 2016 is among Alta Mesa Holdings, LP, a Texas limited partnership (the “Borrower”), the Affiliates of the Borrower party hereto (the “Guarantors”), MORGAN STANLEY ENERGY CAPITAL INC., as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), and each of the lenders party hereto (individually a “Lender” and collectively, the “Lenders”).

Alta Mesa Holdings, LP – AGREEMENT AND AMENDMENT NO. 13 (February 9th, 2016)

This AGREEMENT AND AMENDMENT NO. 13 (“Agreement”) dated as of February 3, 2016 (“Amendment No. 13 Effective Date”), is among Alta Mesa Holdings, LP, a Texas limited partnership (the “Borrower”), the affiliates of the Borrower party hereto (the “Guarantors”), the Lenders (as defined below), and Wells Fargo Bank, N.A., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”) and as issuing lender (in such capacity, the “Issuing Lender”).

Alta Mesa Holdings, LP – ALTA MESA HOLDINGS, LP (October 2nd, 2015)

The following unaudited pro forma condensed consolidated financial statements and explanatory notes give effect to the sale of all membership interests (the “Membership Interests”) in Alta Mesa Eagle, LLC (“AME”), Alta Mesa Holdings, LP’s (“Alta Mesa,” “we,” “us”, “the Company”) wholly owned subsidiary,  to EnerVest Energy Institutional Fund XIV-A, L.P. and EnerVest Energy Institutional Fund XIV-WIC, L.P. (collectively, “EnerVest”) on September 30, 2015,  pursuant to a purchase and sale agreement (the “Sale Agreement”) entered into by the Company, AME and EnerVest on September 16, 2015, with an effective date of July 1, 2015.

Alta Mesa Holdings, LP – AGREEMENT AND AMENDMENT NO. 12 (October 2nd, 2015)

This AGREEMENT AND AMENDMENT NO. 12 ("Agreement") dated as of September 30, 2015 ("Effective Date"), is among Alta Mesa Holdings, LP, a Texas limited partnership (the "Borrower"), the affiliates of the Borrower party hereto (the "Guarantors"), the Lenders (as defined below), and Wells Fargo Bank, N.A., as administrative agent for such Lenders (in such capacity, the "Administrative Agent") and as issuing lender (in such capacity, the "Issuing Lender").

Alta Mesa Holdings, LP – PURCHASE AND SALE AGREEMENT among Alta Mesa Holdings, LP as Seller (September 22nd, 2015)

This Purchase and Sale Agreement (this “Agreement”) dated the 16th day of September, 2015 is by and among Alta Mesa Holdings, LP, a Texas limited partnership (“Seller”), Alta Mesa Eagle, LLC, a Texas limited liability company (the “Purchased Company”), each with offices at 15021 Katy Freeway, Suite 400, Houston, Texas 77094 and EnerVest Energy Institutional Fund XIV-A, L.P., and EnerVest Energy Institutional Fund XIV-WIC, L.P., each a Delaware limited partnership, each with offices at 1001 Fannin Street, Suite 800, Houston, Texas 77002 (collectively, “Buyer”).  Either Seller or Buyer, as the case may be, is hereinafter referred to as “Party” or collectively as “Parties”.

Alta Mesa Holdings, LP – AGREEMENT AND AMENDMENT NO. 11 (June 3rd, 2015)

This AGREEMENT AND AMENDMENT NO. 11 ("Agreement") dated as of June 2, 2015 ("Effective Date"), is among Alta Mesa Holdings, LP, a Texas limited partnership ("Borrower"), the affiliates of the Borrower party hereto (the "Guarantors"), the Lenders (as defined below), and Wells Fargo Bank, N.A. as administrative agent for such Lenders (in such capacity, the "Administrative Agent") and as issuing lender (in such capacity, the "Issuing Lender").

Alta Mesa Holdings, LP – SENIOR SECURED TERM LOAN AGREEMENT Among ALTA MESA HOLDINGS, LP as Borrower, THE LENDERS PARTY HERETO FROM TIME TO TIME as Lenders, and MORGAN STANLEY ENERGY CAPITAL INC. as Administrative Agent June 2, 2015 Morgan Stanley Energy Capital Inc. as Sole Lead Arranger and Sole Bookrunner (June 3rd, 2015)

This Senior Secured Term Loan Agreement dated as of June 2, 2015 (the “Credit Agreement”) is among Alta Mesa Holdings, LP, a Texas limited partnership (the “Borrower”), the lenders party hereto from time to time (the “Lenders”), and Morgan Stanley Energy Capital Inc., as administrative agent for such Lenders (in such capacity, the “Administrative Agent”).