FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 9, 2018, by and between Alta Mesa Resources, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of February 9, 2018 (the “Effective Date”), by and between Alta Mesa Services, LP, a Texas limited partnership (the “Company”), Harlan H. Chappelle (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.”
CREDIT AGREEMENT KINGFISHER MIDSTREAM, LLC, as Borrower, ABN AMRO CAPITAL USA LLC, as Administrative Agent and LC Issuer, and CERTAIN FINANCIAL INSTITUTIONS, as Lenders, August 8, 2017 ABN AMRO CAPITAL USA LLC as Sole Bookrunner and Sole Lead Arranger...Credit Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • New York
THIS CREDIT AGREEMENT is made as of August 8, 2017, by and among Kingfisher Midstream, LLC, a Delaware limited liability company (“Borrower”), ABN AMRO Capital USA LLC, as Administrative Agent and as initial LC Issuer, and the Lenders referred to below.
EIGHTH 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 February 9, 2018...Credit Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • New York
This Eighth Amended and Restated Credit Agreement dated as of February 9, 2018 (the “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 (in such capacity, the “Issuing Lender”).
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • New York
This Amendment No. 1, dated as of February 9, 2018 (this “Amendment”) to the Registration Rights Agreement, dated as of March 23, 2017 (the “Original Agreement”), is by and among Silver Run Acquisition Corporation II, a Delaware corporation (the “Company”), Silver Run Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto. All capitalized terms used and not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Original Agreement.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SRII OPCO, LP Dated as of February 9, 2018Joinder Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (this “Agreement”) of SRII Opco, LP, a Delaware limited partnership (the “Partnership”), dated as of February 9, 2018, is adopted, executed and agreed to by and among SRII Opco GP, LLC, a Delaware limited liability company, as the sole general partner of the Partnership, and each of the Limited Partners (as defined herein) set forth on the signature pages hereto.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 9, 2018 by and among Alta Mesa Resources, Inc. a Delaware corporation (the “Company”), High Mesa Holdings, L.P., a Delaware limited partnership (“High Mesa Holdings”), KFM Holdco, LLC, a Delaware limited liability company (the “Kingfisher Contributor”), and Riverstone VI Alta Mesa Holdings, L.P., a Delaware limited partnership (“Riverstone”). Each of High Mesa Holdings, the Kingfisher Contributor, Riverstone and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, is herein referred to as a “Holder” and collectively as the “Holders”.
RESTRICTIVE COVENANT AGREEMENTRestrictive Covenant Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Texas
THIS RESTRICTIVE COVENANT AGREEMENT (this “Agreement”) is entered into as of February 9, 2018, by and between Alta Mesa Resources, Inc., a Delaware corporation (“Buyer”), and Asset Risk Management, LLC, a Delaware limited liability company (the “Restricted Party”). Capitalized terms used and not otherwise defined in this Agreement have the meanings ascribed to such terms in the Contribution Agreement (as defined below). Buyer and the Restricted Party are sometimes referred to collectively herein as the “Parties” and each, individually, as a “Party”.
OPERATING TRANSITION SERVICES AGREEMENT By and Between: KINGFISHER MIDSTREAM, LLC, as the “Owner” and ASSET RISK MANAGEMENT, LLC, as the “Operator” February 9, 2018Operating Transition Services Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Texas
THIS OPERATING TRANSITION 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 Kingfisher Midstream, LLC, a Delaware limited liability company (the “Owner”), and Asset Risk Management, LLC, a Delaware limited liability company (the “Operator”). The Owner and the Operator are referred to herein individually as a “Party” and collectively as the “Parties”.
FORM OF AMENDMENT NO. 1 TO THE INDEMNITY AGREEMENTThe Indemnity Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This Amendment No. 1 (this “Amendment”) to that certain Indemnity Agreement, dated March 29, 2017 (the “Original Agreement”), by and between Alta Mesa Resources, Inc., a Delaware corporation (the “Company”) (formerly, Silver Run Acquisition Corporation II), and [•] (the “Indemnitee”), is entered into by Company and Indemnitee and is dated as of February 9, 2018. Capitalized terms used herein but not defined in this Amendment have the meanings given to such terms in the Original Agreement.
AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Delaware
This AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into effective as of February 9, 2018 (the “Effective Date”) by and among Alta Mesa Holdings GP, LLC, a Delaware limited liability company (the “General Partner”), BCE-AMH Holdings, LLC, a Delaware limited liability company (“BCE-AMH”), BCE-MESA Holdings, LLC, a Delaware limited liability company (“BCE-MESA” and together with BCE-AMH, “Bayou City”), (i) Mezzanine Partners II Delaware Subsidiary, LLC, (ii) Offshore Mezzanine Partners Master Fund II, L.P., (iii) Institutional Mezzanine Partners II Subsidiary, L.P., (iv) AP Mezzanine Partners II, L.P., (v) The Northwestern Mutual Life Insurance Company, (vi) The Northwestern Mutual Life Insurance Company For its Group Annuity Separate Account, (vii) Northwestern Mutual Capital Strategic Equity Fund III, LP, (viii) KCK-AMIH, Ltd., (ix) United Insurance Company of America, and (x) Jade Real Assets Fund, L.P. (the entities in clauses (i) through (x), collective
MANAGEMENT SERVICES AGREEMENT By and Between: ALTA MESA HOLDINGS, LP, as the “Agent” and HIGH MESA, INC., as the “Company” February 9, 2018Management Services Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • 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 High Mesa, Inc., a Delaware corporation (the “Company”). The Agent and the Company are referred to individually herein as a “Party” and collectively as the “Parties”.
TAX RECEIVABLE AGREEMENTTax Receivable Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • Texas
This TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of February 9, 2018, is hereby entered into by and among Alta Mesa Resources, Inc. (f/k/a Silver Run Acquisition Corporation II), a Delaware corporation (the “Corporation”), SRII Opco, LP, a Delaware limited partnership (“Holdings”), Riverstone VI Alta Mesa Holdings, L.P., a Delaware partnership (“Riverstone”), and High Mesa Holdings LP, a Delaware limited partnership (“HMH” and with Riverstone and HMH as the “Initial Limited Partners”).
FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENTCredit Agreement • February 9th, 2018 • Silver Run Acquisition Corp II • Blank checks • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND LIMITED CONSENT (this “Amendment”) is made as of February 9, 2018, but effective as of the First Amendment Effective Date set forth herein, by and among Kingfisher Midstream, LLC, a Delaware limited liability company (“Borrower”), ABN AMRO Capital USA LLC, as Administrative Agent and LC Issuer, and the Required Lenders party hereto.
