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 October 13, 2010Registration Rights Agreement • April 27th, 2011 • Alta Mesa Energy LLC • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 13, 2010, 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 1 to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 9 5/8% Senior Notes due 2018 (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.”
SIXTH 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, N.A. as Administrative Agent and as Issuing Lender May 13, 2010 Wells Fargo Securities,...Credit Agreement • April 27th, 2011 • Alta Mesa Energy LLC • 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”).
ALTA MESA HOLDINGS, LP, ALTA MESA FINANCE SERVICES CORP. EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO AND WELLS FARGO BANK, NATIONAL ASSOCIATION AS TRUSTEE INDENTURE Dated as of October 13, 2010 9 5/8% Senior Notes due 2018Indenture • April 27th, 2011 • Alta Mesa Energy LLC • New York
This INDENTURE dated as of October 13, 2010, among Alta Mesa Holdings, LP, a Delaware 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 Wells Fargo Bank, National Association (the “Trustee”), as trustee.
EMPLOYMENT AGREEMENTEmployment Agreement • April 27th, 2011 • Alta Mesa Energy LLC • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of October 1, 2006 (the “Effective Date”), by and between Alta Mesa Services, LP, a Texas limited partnership (hereafter “Partnership”) and F. David Murrell (hereafter “Executive”). The Partnership and Executive may sometimes hereafter be referred to singularly as a “Party” or collectively as the “Parties.”
AGREEMENT AND PLAN OF MERGER By and Among ALTA MESA HOLDINGS, LP, ALTA MESA ACQUISITION SUB, LLC and THE MERIDIAN RESOURCE CORPORATION Dated December 22, 2009Agreement and Plan of Merger • April 27th, 2011 • Alta Mesa Energy LLC • Texas
This Agreement and Plan of Merger (this “Agreement”) dated December 22, 2009, is entered into by and among ALTA MESA HOLDINGS, LP, a Texas limited partnership (“Parent”), ALTA MESA ACQUISITION SUB, LLC, a Texas limited liability company (“Merger Sub,” and, together with Parent, the “Parent Parties”), and THE MERIDIAN RESOURCE CORPORATION, a Texas corporation (“Target”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 27th, 2011 • Alta Mesa Energy LLC • Texas
This First Amendment to Agreement and Plan of Merger, dated as of April 7, 2010 (this “Amendment”), is entered into by and among ALTA MESA HOLDINGS, LP, a Texas limited partnership (“Parent”), ALTA MESA ACQUISITION SUB, LLC, a Texas limited liability company (“Merger Sub,” and, together with Parent, the “Parent Parties”), and THE MERIDIAN RESOURCE CORPORATION, a Texas corporation (“Target”). All capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
AMENDMENT NUMBER TWO TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP, (A Texas Limited Partnership)Agreement • April 27th, 2011 • Alta Mesa Energy LLC
THIS AMENDMENT NUMBER TWO TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP, (this “Agreement”) is made and entered into effective as of October 7, 2010, (the “Effective Date”) by and between Alta Mesa Holdings GP, LLC, a Texas limited liability company (“Alta Mesa GP”) as the sole general partner, Alta Mesa Investment Holdings, Inc. (“Sowood”), as the Class B Limited Partner, and a Supermajority in Interest of the Class A Limited Partners.
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (A Texas Limited Partnership)Alta Mesa Energy LLC • April 27th, 2011 • Texas
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (this “Agreement”) is made and entered into effective as of September 1, 2006, (the “Effective Date”) by and between Alta Mesa Holdings GP, LLC, a Texas limited liability company (“Alta Mesa GP”), as the sole general partner, those Persons listed on Exhibit B attached hereto as the Class A Limited Partners and Alta Mesa Investment Holdings Inc. (“Sowood”), as the Class B Limited Partner.
AMENDMENT NUMBER ONE TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (A Texas Limited Partnership)Alta Mesa Energy LLC • April 27th, 2011
THIS AMENDMENT NUMBER ONE TO THE FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ALTA MESA HOLDINGS, LP (this “Agreement”) is made and entered into effective as of May 12, 2010, (the “Funding Date”) by and between Alta Mesa Holdings GP, LLC, a Texas limited liability company (“Alta Mesa GP”), as the sole general partner, the Class A Limited Partners and Alta Mesa Investment Holdings Inc. (“Sowood”), as the Class B Limited Partner.
AMENDMENT NO. 1Alta Mesa Energy LLC • April 27th, 2011 • Texas
This AMENDMENT NO. 1 (“Agreement”) dated as of September 2, 2010 (“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. 2Agreement and Amendment • April 27th, 2011 • Alta Mesa Energy LLC • Texas
This AGREEMENT AND AMENDMENT NO. 2 (“Agreement”) dated effective as of December 6, 2010 (“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”).
