0001518403-14-000002 Sample Contracts

PURCHASE AND SALE AGREEMENT
Purchase 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”:

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AGREEMENT AND AMENDMENT NO. 7
Agreement And • March 26th, 2014 • Alta Mesa Holdings, LP • Crude petroleum & natural gas • Texas

This AGREEMENT AND AMENDMENT NO. 7 ("Agreement") dated as of March 25, 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").

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