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, 2016Registration Rights Agreement • December 8th, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • New York
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 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 2024Indenture • December 8th, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • New York
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.
EMPLOYMENT AGREEMENTEmployment Agreement • May 17th, 2019 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of January 7, 2019 (the “Effective Date”), by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), John C. Regan (hereafter “Executive”) and, solely with respect to Section 41, Alta Mesa Holdings, LP, a Texas limited partnership (“Alta Mesa”). The Company and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”
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...Credit Agreement • November 10th, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • New York
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").
SEPARATION AGREEMENTSeparation Agreement • May 17th, 2019 • Alta Mesa Holdings, LP • Crude petroleum & natural gas
This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), and Homer E. Cole (“Executive”). The Company and Executive may be individually referred to herein as the “Party” and collectively as the “Parties.” This Agreement is effective on December 20, 2018.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2014 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of March 25, 2014 (the “Effective Date”), by and between Alta Mesa Services, LP, a Texas limited partnership (hereafter “Partnership”) and Michael E. Ellis (hereafter “Executive”). The Partnership and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”
FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTA MESA HOLDINGS GP, LLC (A Texas Limited Liability Company) February 24, 2017Limited Liability Company Agreement • May 11th, 2017 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This Fourth 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 February 24, 2017 (the “Effective Date”).
September 10, 2019 MERIDIAN ENERGY LLC Houston, Texas 77027-2902 Gentlemen:Letter Agreement • September 12th, 2019 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Delaware
This letter agreement (as the same may be amended, restated or otherwise modified, this “Agreement”) amends and restates and continues that letter agreement (the “Prior Agreement”) dated December 20, 2018 by and among Alta Mesa Services, LP, a Delaware limited partnership (the “Company”), Randy Limbacher (“Limbacher”), John H. Campbell, Jr. (“Campbell”) and Mark P. Castiglione (collectively with Limbacher and Campbell, the “Consultants”), and Meridian Energy LLC, a Delaware limited liability company (“Meridian”) effective September 9, 2019 (the “Restatement Effective Date”). The Company, Meridian and each Consultant are referred to individually herein as a “Party” and collectively as the “Parties”.
LIMITED PARTNERSHIP AGREEMENT OF ALTA MESA HOLDINGS, LPLimited Partnership Agreement • May 11th, 2017 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This Fifth 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 February 24, 2017 (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 Schedule I as Class A Limited Partners (each, a “Class A Limited Partner”, and collectively, the “Class A Limited Partners”, and together with the Class B Limited Partner, the “Limited Partners”) of this Agreement. Capitalized terms used herein and not defined herein have the meaning ascribed to such terms in the Stockholders Agreement (as defined below).
SEPARATION AGREEMENTSeparation Agreement • May 17th, 2019 • Alta Mesa Holdings, LP • Crude petroleum & natural gas
This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), and Michael A. McCabe (“Executive”). The Company and Executive may be individually referred to herein as the “Party” and collectively as the “Parties.” This Agreement is effective on the date it is signed by the last Party to sign it (“Effective Date”).
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALTA MESA HOLDINGS GP, LLC (A Texas Limited Liability Company) February 9, 2018Limited Liability Company Agreement • February 14th, 2018 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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”).
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 17th, 2019 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • New York
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").
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 26th, 2014 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (together with the Exhibits and Schedules made a part hereof, this “Agreement”), dated the 25th day of March, 2014, is made by and between Alta Mesa Eagle, LLC, a Texas limited liability company (“Seller”), and Memorial Production Operating LLC, a Delaware limited liability company (“Buyer”). Seller and Buyer are sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”:
ALTA MESA HOLDINGS, LP, AND ALTA MESA FINANCE SERVICES CORP. PURCHASE AGREEMENTPurchase Agreement • December 5th, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • New York
Alta Mesa Holdings, LP, a Texas limited partnership (the “Partnership”), and Alta Mesa Finance Services Corp., a Delaware corporation (“Finance Corp.” and together with the Partnership, the “Issuers”), propose to issue and sell to the several purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Wells Fargo Securities, LLC is acting as Representative (in such capacity, the “Representative”), $500,000,000 aggregate principal amount of their 7.875% Senior Notes due 2024 (the “Notes”), which will be unconditionally guaranteed on a senior unsecured basis, as to principal, premium, if any, and interest (the “Guarantees”) by the subsidiaries of the Partnership named in Schedule II hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Notes will be issued pursuant to an Indenture (the “Indenture”) to be dated as of the Closing Date (as defined in Section 2) among the Issuers, the Guarantors and U.S. Bank National Association, as Trustee (the “T
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...Contribution Agreement • August 17th, 2017 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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
SEPARATION AGREEMENTSeparation Agreement • July 8th, 2019 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This SEPARATION AGREEMENT (“Agreement”) is made and entered into by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), and Ronald J. Smith (“Executive”). The Company and Executive may be individually referred to herein as the “Party” and collectively as the “Parties.” This Agreement is effective on July 2, 2019.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 12th, 2011 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (the “Agreement”) is entered into this 21st day of April, 2011 (the “Closing Date”), by and between Michael J. Mayell, whose address is 4600 Post Oak Place, Suite 306, Houston, TX 77027 (“Seller”), and Alta Mesa Energy, LLC, whose address is 15415 Katy Freeway, Suite 800, Houston, Texas 77094 (“Buyer”). Seller and Buyer may be referred to herein individually as a “Party” or collectively as the “Parties”.
AGREEMENT AND AMENDMENT NO. 14Credit Agreement • August 11th, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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 "New Issuing Lender").
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • January 9th, 2015 • Alta Mesa Holdings, LP • Crude petroleum & natural gas
This First Amendment to Purchase and Sale Agreement (this “Amendment”) dated effective as of January 7, 2015, is between Alta Mesa Eagle, LLC, a Texas limited liability company, (“Seller”), ReOil Eagle I, LLC, a Delaware limited liability company, (“Buyer”), and ReOil, LLC, a Delaware limited liability company (“ReOil”).
AGREEMENT AND AMENDMENT NO. 5Agreement and Amendment • May 15th, 2012 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This AGREEMENT AND AMENDMENT NO. 5 (“Agreement”) dated as of May 15, 2012 (“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”).
AGREEMENT AND AMENDMENT NO. 12Agreement and Amendment No • October 2nd, 2015 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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").
AGREEMENT AND AMENDMENT NO. 4Agreement and Amendment • November 14th, 2011 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This AGREEMENT AND AMENDMENT NO. 4 (“Agreement”) dated as of November 7, 2011 (“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”).
MANAGEMENT SERVICES AGREEMENT By and Between: ALTA MESA HOLDINGS, LP, as the “Agent” and KINGFISHER MIDSTREAM, LLC, as the “Company” February 9, 2018Management Services Agreement • February 14th, 2018 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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”.
MASTER ASSIGNMENT, INCREASE AGREEMENT AND AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 14th, 2018 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • New York
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”).
PURCHASE AND SALE AGREEMENT among Alta Mesa Holdings, LP as SellerPurchase and Sale Agreement • September 22nd, 2015 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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”.
SEVENTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (A Texas Limited Partnership)Prior Agreement • February 14th, 2018 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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).
AGREEMENT AND AMENDMENT NO. 8Agreement • May 13th, 2014 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This AGREEMENT AND AMENDMENT NO. 8 ("Agreement") dated as of May 12, 2014 ("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").
AGREEMENT AND AMENDMENT NO. 13Agreement and Amendment • February 9th, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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”).
SATISFACTION AND DISCHARGE OF INDENTURESatisfaction and Discharge of Indenture • December 22nd, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas
THIS SATISFACTION AND DISCHARGE OF INDENTURE, dated as of December 20, 2016 (hereinafter referred to as this “Satisfaction and Discharge”), relates to that certain Indenture, dated as of October 13, 2010 (the “Indenture”) by and among Alta Mesa Holdings, LP (the “Partnership”), Alta Mesa Finance Services Corp. (the “Co-Issuer” and together with the Partnership the “Issuers”), the Subsidiary Guarantors named therein, and Wells Fargo Bank, National Association (the “Trustee”), pursuant to which the Issuers issued their 9 5/8% Senior Notes due 2018 (the “Notes”). Initially capitalized terms used herein, unless otherwise defined herein, have the respective meanings set forth in the Indenture.
MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 9 TO CREDIT AGREEMENTMaster Assignment, Agreement • August 7th, 2014 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This MASTER ASSIGNMENT, AGREEMENT AND AMENDMENT NO. 9 ("Agreement") dated as of August 5, 2014 ("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), Wells Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the "Administrative Agent"), as issuing lender (in such capacity, the "Issuing Lender"), and in its individual capacity as a Lender (in such capacity, "Wells Fargo"), MUFG Union Bank, N.A. (formerly known as Union Bank, N.A.), in its individual capacity as a Lender (in such capacity, "Union Bank"), Toronto Dominion (New York) LLC, in its individual capacity as a Lender (in such capacity, "Toronto Dominion"), ING Capital LLC, in its individual capacity as a Lender (in such capacity, "ING"), Citibank, N.A., in its individual capacity as a Lender (in such capacity, "Citibank"), Capital One, National Associatio
INDEPENDENT MANAGER AGREEMENTIndependent Manager Agreement • June 13th, 2019 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
THIS INDEPENDENT MANAGER AGREEMENT (the “Agreement”) is made as of June 12, 2019, by and between Alta Mesa Holdings GP, LLC, a Texas limited liability company (the “Company”), and Patrick J. Bartels Jr. (“Manager”).
PURCHASE AND SALE AGREEMENT among ALTA MESA EAGLE, LLC as Seller and ReOil Eagle I, LLC as BuyerPurchase and Sale Agreement • December 10th, 2014 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
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...Third Lien Senior Secured Term Loan Agreement • February 12th, 2016 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • New York
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”).
SIXTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (A Texas Limited Partnership)Alta Mesa Holdings, LP • August 17th, 2017 • Crude petroleum & natural gas • Texas
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).
Third AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ALTA MESA HOLDINGS, LP (a Texas limited partnership) August 13, 2015Limited Partnership Agreement • August 14th, 2015 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas
This Third 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 13, 2015 (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 Schedule I as Class A Limited Partners (each, a “Class A Limited Partner”, and collectively, the “Class A Limited Partners”, and together with the Class B Limited Partner, the “Limited Partners”) of this Agreement. Capitalized terms used herein and not defined herein have the meaning ascribed to such terms in the Stockholders Agreement (as defined below).
