Attached files
file | filename |
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EXCEL - IDEA: XBRL DOCUMENT - Alta Mesa Holdings, LP | Financial_Report.xls |
10-Q - FORM 10-Q - Alta Mesa Holdings, LP | h85469e10vq.htm |
EX-32.1 - EX-32.1 - Alta Mesa Holdings, LP | h85469exv32w1.htm |
EX-31.2 - EX-31.2 - Alta Mesa Holdings, LP | h85469exv31w2.htm |
EX-31.1 - EX-31.1 - Alta Mesa Holdings, LP | h85469exv31w1.htm |
EX-32.2 - EX-32.2 - Alta Mesa Holdings, LP | h85469exv32w2.htm |
Exhibit 10.1
AGREEMENT AND AMENDMENT NO. 4
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).
RECITALS
A. The Borrower is party to that certain Sixth Amended and Restated Credit Agreement dated as
of May 13, 2010 among the Borrower, the lenders party thereto from time to time (the
Lenders), the Administrative Agent, and the Issuing Lender, as amended by that certain
Amendment No. 1 dated as of September 2, 2010, that certain Agreement and Amendment No. 2 dated as
of December 6, 2010, and that certain Agreement and Amendment No. 3 dated as of May 23, 2011, each
among the Borrower, the Guarantors, the Lenders, the Administrative Agent and the Issuing Lender
(as so amended, the Credit Agreement).
B. The parties hereto wish to, subject to the terms and conditions of this Agreement, (i)
redetermine and increase the Borrowing Base (as defined in the Credit Agreement) and (ii) make
certain other amendments to the Credit Agreement as provided herein.
NOW THEREFORE, in consideration of the benefits to be derived by the parties hereto and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
Section 1. Defined Terms; Other Provisions. As used in this Agreement, each
of the terms defined in the opening paragraph and the Recitals above shall have the meanings
assigned to such terms therein. Each term defined in the Credit Agreement and used herein without
definition shall have the meaning assigned to such term in the Credit Agreement, unless expressly
provided to the contrary. Article, Section, Schedule, and Exhibit references are to Articles and
Sections of and Schedules and Exhibits to this Agreement, unless otherwise specified. The words
hereof, herein, and hereunder and words of similar import when used in this Agreement shall
refer to this Agreement as a whole and not to any particular provision of this Agreement. The term
including means including, without limitation,. Paragraph headings have been inserted in this
Agreement as a matter of convenience for reference only and it is agreed that such paragraph
headings are not a part of this Agreement and shall not be used in the interpretation of any
provision of this Agreement.
Section 2. Agreement Borrowing Base. Subject to the terms of this
Agreement, as of the Effective Date, the Borrowing Base shall be increased by $65,000,000 (the
Increase Amount) resulting in a new Borrowing Base equal to $325,000,000. Such Borrowing
Base shall remain in effect at such level until the Borrowing Base is redetermined in accordance
with Section 2.02 of the Credit Agreement, as amended hereby. The Borrower and the Lenders hereby
acknowledge and agree that the redetermination of the Borrowing Base set forth in this Section 2 is
the scheduled semi-annual redetermination of the Borrowing Base scheduled for Fall, 2011 under
Section 2.02 of the Credit Agreement. Each Lenders Pro Rata Share of the redetemined Borrowing
Base, after giving effect to the increase in the Borrowing Base set forth in this Section 2, is set
forth in Annex I attached hereto.
Section 3. Amendments to Credit Agreement.
(a) Section 6.02 (Debts, Guaranties, and Other Obligations) of the Credit Agreement
is hereby amended by (i) replacing the amount $8,000,000 found in clause (f) therein with the
amount $12,000,000, and (ii) replacing the amount $8,000,000 found in clause (n) therein with
the amount $12,000,000".
(b) Clause (c) of Section 6.14 (Limitation on Hedging) of the Credit Agreement is
hereby amended by deleting clause (c)(i) in its entirety and replacing it with the following:
"(i) subject to the terms in the immediately following clause (ii) and clause (iii),
before and after giving effect to such Hydrocarbon Hedge Contract, no more than 85%
of the Anticipated Production of gas volumes and no more than 85% of the Anticipated
Production of oil volumes may be covered by Hydrocarbon Hedge Contracts;
provided that, as of any date of determination, (A) no more than 25% of the
oil volumes of Anticipated Production for the calendar year in which the fourth
anniversary of such determination date occurs and no more than 25% of the gas
volumes of Anticipated Production for the calendar year in which the fourth
anniversary of such determination date occurs may be attributable to PDNP Reserves
and PUD Reserves; (B) no more than 15% of the oil volumes of Anticipated Production
for the calendar year in which the fifth anniversary of such determination date
occurs and no more than 15% of the gas volumes of Anticipated Production for the
calendar year in which the fifth anniversary of such determination date occurs may
be attributable to PDNP Reserves and PUD Reserves; and (C) no amount of oil volumes
and no amount of gas volumes of Anticipated Production for any calendar year
occurring after the fifth anniversary of such determination date may be attributable
to PDNP Reserves and PUD Reserves;
(c) Clause (c) of Section 6.14 (Limitation on Hedging) of the Credit Agreement is
hereby amended by deleting clause (c)(iii) in its entirety and replacing it with the following:
"(iii) with respect to anticipated production of Hydrocarbons which are the subject
of an Acquisition under which the Borrower or any Restricted Subsidiary is the
purchaser, the Borrower and its Restricted Subsidiaries may enter into Hydrocarbon
Hedge Contracts covering such anticipated production prior to effecting such
Acquisition (regardless of the fact that such production is not yet owned by the
Borrower or such Restricted Subsidiary) so long as (A) a binding purchase agreement
has been executed by the Borrower or a Restricted Subsidiary and the counterparties
to such Acquisition, (B) at the time such Hydrocarbon Hedge Contracts are entered
into, the aggregate Unused Commitment Amount is greater than or equal to 10% of the
lesser of the Borrowing Base and the aggregate Commitments then in effect, (C) the
Borrower shall, and shall cause its Restricted Subsidiaries to terminate, unwind or
otherwise liquidate all such Hydrocarbon Hedge Contracts upon the earliest of (1)
the 90th day following the full execution of the purchase agreement
related to such Acquisition if the Acquisition has not been fully consummated by
such date, (2) within 3 Business Days after the date upon on which such purchase
agreement is terminated by any party thereto, and (3) the date upon which the
Borrower or any Restricted Subsidiary believes, with reasonable certainty, that such
Acquisition will not be consummated, and (D) after giving pro forma effect to such
Acquisition (i.e. assuming that such Acquisition had gone into effect prior to or as
of the date such Hydrocarbon Hedge Contracts are entered into), the Borrower and its
Restricted Subsidiaries would be in compliance with the volume limitations in clause
(i) above;
-2-
Section 4. Representations and Warranties. Each of the Guarantors and the
Borrower hereby represents and warrants that: (a) after giving effect to this Agreement, the
representations and warranties contained in the Credit Agreement, as amended hereby, and the
representations and warranties contained in the other Loan Documents are true and correct in all
material respects (except that such materiality qualifier shall not be applicable to any
representation or warranty that already is qualified or modified by materiality in the text
thereof) on and as of the Effective Date as if made on and as of such date except to the extent
that any such representation or warranty expressly relates solely to an earlier date, in which case
such representation or warranty is true and correct in all material respects (except that such
materiality qualifier shall not be applicable to any representation or warranty that already is
qualified or modified by materiality in the text thereof) as of such earlier date; (b) no Default
has occurred which is continuing; (c) the execution, delivery and performance of this Agreement are
within the corporate, limited liability company, or partnership power and authority of such Person
and have been duly authorized by appropriate corporate and governing action and proceedings; (d)
this Agreement constitutes the legal, valid, and binding obligation of such Person enforceable in
accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the rights of creditors generally and general principles of
equity; (e) there are no governmental or other third party consents, licenses and approvals
required in connection with the execution, delivery, performance, validity and enforceability of
this Agreement; and (f) the Liens under the Security Instruments are valid and subsisting and
secure Borrowers and the Guarantors obligations under the Loan Documents.
Section 5. Conditions to Effectiveness. This Agreement shall become
effective on the Effective Date and enforceable against the parties hereto upon the occurrence of
the following conditions precedent:
(a) The Administrative Agent shall have received multiple original counterparts, as
requested by the Administrative Agent, of this Agreement duly and validly executed and delivered by
duly authorized officers of the Borrower, the Guarantors and all the Lenders.
(b) The representations and warranties in this Agreement made by the Guarantors and
the Borrower shall be true and correct in all material respects.
(c) The Borrower shall have paid, and hereby agrees to pay (i) all reasonable fees
and expenses of the Administrative Agents outside legal counsel and other consultants pursuant to
all invoices presented for payment on or prior to the Effective Date, and (ii) for the account of
each Lender, an amendment and borrowing base increase fee equal to 0.45% of the Increase Amount
that is allocated to such Lender.
Section 6. Acknowledgments and Agreements.
(a) The Borrower and each Guarantor acknowledges that on the date hereof all
outstanding Obligations are payable in accordance with their terms and the Borrower and each
Guarantor hereby waives any defense, offset, counterclaim or recoupment with respect thereto.
(b) The Administrative Agent and the Lenders hereby expressly reserve all of their
rights, remedies, and claims under the Loan Documents. Nothing in this Agreement shall constitute
a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents,
(ii) any of the agreements, terms or conditions contained in any of the Loan Documents, (iii) any
rights or remedies of the Administrative Agent or any Lender with respect to the Loan Documents, or
(iv) the rights of the Administrative Agent or any Lender to collect the full amounts owing to them
under the Loan Documents.
-3-
(c) Each of the parties hereto hereby adopt, ratify, and confirm the Credit
Agreement, as amended hereby, and acknowledges and agrees that the Credit Agreement, as amended
hereby, is and remains in full force and effect, and the Borrower and the Guarantors acknowledge
and agree that their respective liabilities and obligations under the Credit Agreement, as amended
hereby, and the Guaranties, are not impaired in any respect by this Agreement.
(d) From and after the Effective Date, all references to the Credit Agreement and
the Loan Documents shall mean such Credit Agreement and such Loan Documents as amended by this
Agreement.
(e) This Agreement is a Loan Document for the purposes of the provisions of the
other Loan Documents. Without limiting the foregoing, any breach of representations, warranties,
and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the
Credit Agreement.
Section 7. Reaffirmation of the Guaranty. Each Guarantor hereby ratifies,
confirms, acknowledges and agrees that its obligations under its respective Guaranty are in full
force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the
full and punctual payment, when due, whether at stated maturity or earlier by acceleration or
otherwise, of all of the Guaranteed Obligations (as defined in the Guaranties), as such Guaranteed
Obligations may have been amended by this Agreement, and its execution and delivery of this
Agreement does not indicate or establish an approval or consent requirement by such Guarantor under
its respective Guaranty in connection with the execution and delivery of amendments, consents or
waivers to the Credit Agreement, the Notes or any of the other Loan Documents.
Section 8. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original and all of which, taken together, constitute a
single instrument. This Agreement may be executed by facsimile signature or other similar
electronic means and all such signatures shall be effective as originals.
Section 9. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and assigns permitted
pursuant to the Credit Agreement.
Section 10. Invalidity. In the event that any one or more of the provisions
contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision of
this Agreement.
Section 11. Governing Law. This Agreement shall be deemed to be a contract
made under and shall be governed by and construed in accordance with the laws of the State of
Texas.
Section 12. Entire Agreement. THIS AGREEMENT, THE CREDIT AGREEMENT AS
AMENDED BY THIS AGREEMENT, THE NOTES, AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE
UNDERSTANDING AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY
PRIOR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT THERETO.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[SIGNATURES BEGIN ON NEXT PAGE]
-4-
EXECUTED effective as of the date first above written.
BORROWER: | ALTA MESA HOLDINGS, LP | |||||||
By: | Alta Mesa Holdings GP, LLC | |||||||
its general partner | ||||||||
By: Name: |
/s/ Michael McCabe
|
|||||||
Title: | Chief Financial Officer |
GUARANTORS: | ALTA MESA FINANCE SERVICES CORP. | |||||
ALTA MESA GP, LLC | ||||||
ARI DEVELOPMENT, LLC | ||||||
ALTA MESA ACQUISITION SUB, LLC | ||||||
BRAYTON MANAGEMENT GP II, LLC | ||||||
CAIRN ENERGY USA, LLC | ||||||
LOUISIANA ONSHORE PROPERTIES LLC | ||||||
THE MERIDIAN PRODUCTION, LLC | ||||||
THE MERIDIAN RESOURCE, LLC | ||||||
THE MERIDIAN RESOURCE & EXPLORATION LLC | ||||||
TMR DRILLING, LLC | ||||||
VIRGINIA OIL AND GAS, LLC | ||||||
ALTA MESA HOLDINGS GP, LLC | ||||||
ALTA MESA ENERGY LLC | ||||||
Each by: | /s/ Michael McCabe
|
|||||
Chief Financial Officer |
ALTA MESA SERVICES, LP | ||||||||
ARANSAS RESOURCES, LP | ||||||||
BUCKEYE PRODUCTION COMPANY, LP | ||||||||
LOUISIANA EXPLORATION & ACQUISITIONS, LP | ||||||||
NAVASOTA RESOURCES, LTD., LLP | ||||||||
NUECES RESOURCES, LP | ||||||||
OKLAHOMA ENERGY ACQUISITIONS, LP | ||||||||
TEXAS ENERGY ACQUISITIONS, LP | ||||||||
GALVESTON BAY RESOURCES, LP | ||||||||
PETRO ACQUISITIONS, LP | ||||||||
PETRO OPERATING COMPANY, LP | ||||||||
ORION OPERATING COMPANY, LP | ||||||||
Each by: | Alta Mesa GP, LLC | |||||||
By: | /s/ Michael McCabe
|
|||||||
Chief Financial Officer |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
BRAYTON RESOURCES, LP, | ||||||
By: Brayton Management GP, LLC, its general partner | ||||||
By: | /s/ Michael McCabe
|
|||||
Chief Financial Officer | ||||||
BRAYTON RESOURCES II, L.P., | ||||||
By: Brayton Management GP II, LLC, its general partner | ||||||
By: | /s/ Michael McCabe
|
|||||
Chief Financial Officer |
ALTA MESA RESOURCES, LP, | ||||||||
By: | Alta Mesa Resources GP, LLC, | |||||||
its sole general partner | ||||||||
By: | /s/ Michael McCabe
|
|||||||
Chief Financial Officer |
PETRO ACQUISITIONS HOLDINGS, LP, | ||||||||
By: | Petro Acquisitions Holdings GP, LLC, | |||||||
its sole general partner | ||||||||
By: | /s/ Michael McCabe
|
|||||||
Chief Financial Officer |
PETRO OPERATING COMPANY HOLDINGS, INC., | ||||||
By: | /s/ Michael McCabe
|
|||||
Chief Financial Officer |
GALVESTON BAY RESOURCES HOLDINGS, LP, | ||||||||
By: | Galveston Bay Resources Holdings GP, LLC | |||||||
its sole general partner | ||||||||
By: | /s/ Michael McCabe
|
|||||||
Chief Financial Officer |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
ADMINISTRATIVE AGENT/ |
||||||
ISSUING LENDER/ |
||||||
LENDER: | WELLS FARGO BANK, N.A. | |||||
By: | /s/ Shiloh Davila
|
|||||
Vice President |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | UNION BANK, N.A. | |||||
By: Name: |
/s/ Paul E. Cornell
|
|||||
Title: | Senior Vice President |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | TORONTO DOMINION (NEW YORK) LLC | |||||
By: Name: |
/s/ Bebi Yasin
|
|||||
Title: | Authorized Signatory |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | ING CAPITAL LLC | |||||
By: Name: |
/s/ Juli Bieser
|
|||||
Title: | Director |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | CITIBANK, N.A. | |||||
By: Name: |
/s/ Thomas Benavides
|
|||||
Title: | Senior Vice President |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | CAPITAL ONE, NATIONAL ASSOCIATION | |||||
By: Name: |
/s/ Nancy M. Mak
|
|||||
Title: | Vice President |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | BOKF, NA d/b/a Bank of Texas | |||||
By: Name: |
/s/ Martin W. Wilson
|
|||||
Title: | SVP |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | AMEGY BANK NATIONAL ASSOCIATION | |||||
By: Name: |
/s/ Mark Serice
|
|||||
Title: | Senior Vice President |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
LENDER: | TEXAS CAPITAL BANK, N.A. | |||||
By: Name: |
/s/ Moni Collins
|
|||||
Title: | Vice President |
Signature Page to Agreement and Amendment No. 4
(Alta Mesa Holdings, LP)
(Alta Mesa Holdings, LP)
ANNEX I
BORROWING BASE AS OF NOVEMBER 7, 2011*
BORROWING BASE AS OF NOVEMBER 7, 2011*
PRO RATA SHARE OF THE | PERCENTAGE OF | |||||||
LENDERS | BORROWING BASE* | TOTAL | ||||||
Wells Fargo Bank, N.A. |
$ | 79,824,561.40 | 24.561403509 | % | ||||
Union Bank, N.A. |
$ | 51,315,789.47 | 15.789473684 | % | ||||
Toronto Dominion (New York) LLC |
$ | 38,771,929.83 | 11.929824561 | % | ||||
ING Capital LLC |
$ | 31,929,824.56 | 9.824561404 | % | ||||
Citibank, N.A. |
$ | 31,929,824.56 | 9.824561404 | % | ||||
Capital One, National Association |
$ | 28,508,771.93 | 8.771929824 | % | ||||
BOKF, NA d/b/a Bank of Texas |
$ | 28,508,771.93 | 8.771929824 | % | ||||
Amegy Bank National Association |
$ | 17,105,263.16 | 5.263157895 | % | ||||
Texas Capital Bank, N.A. |
$ | 17,105,263.16 | 5.263157895 | % | ||||
TOTAL |
$ | 325,000,000.00 | 100 | % |
* | Borrowing Base is subject to redetermination pursuant to the terms of the Credit Agreement, as amended. |