Exhibit 10.1


 


BORROWING BASE REDETERMINATION AGREEMENT
AND SIXTH AMENDMENT TO CREDIT AGREEMENT


 


This BORROWING BASE REDETERMINATION
AGREEMENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 20, 2022, is
by and among Amplify Energy Operating LLC, a Delaware limited liability company (the “Borrower”),
Amplify Acquisitionco LLC, a Delaware limited liability company (the “Parent”),
each of the other undersigned guarantors (together with the Borrower, and the Parent, collectively, the “Loan Parties”),
each of the Lenders that is a signatory hereto and KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as administrative
agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”).


 


Recitals


 


A.            The
Borrower, the Parent (as successor by conversion to Amplify Acquisitionco Inc.), Bank of Montreal (“BMO”)
as the initial administrative agent thereunder, and certain Lenders from time to time parties thereto, entered into that certain Credit
Agreement dated as of November 2, 2018 (as amended by that certain First Amendment to Credit Agreement dated as of May 5, 2019,
that certain Second Amendment to Credit Agreement dated as of July 16, 2019, that certain Borrowing Base Redetermination Agreement
and Third Amendment to Credit Agreement dated as of June 12, 2020, that certain Borrowing Base Redetermination Agreement and
Fourth Amendment to Credit Agreement dated as of November 17, 2020, and that certain Borrowing Base Redetermination Agreement
and Fifth Amendment to Credit Agreement dated as of November 10, 2021 (the “Fifth Amendment”), and
as further amended, restated, amended and restated, modified or otherwise supplemented from time to time prior to the date hereof, the
 “Credit Agreement”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein,
made certain credit available to and on behalf of the Borrower.


 


B.            The
Borrower has provided the necessary Engineering Report in order for the Administrative Agent and the Lenders to complete the spring 2022
Scheduled Determination of the Borrowing Base and, after reviewing such Engineering Report, the Administrative Agent and the Lenders have
recommended (i) reaffirming the Borrowing Base of $225,000,000, (ii) maintaining the Aggregate Commitments at $225,000,000,
and (iii) confirming that the automatic monthly reduction in the Borrowing Base and the Aggregate Commitments that was implemented
by the Fifth Amendment shall cease to apply.


 


C.            The
Borrower, the Parent, the Administrative Agent and the Lenders party hereto desire to enter into this Amendment, to among other things,
make certain amendments to the Credit Agreement.


 


D.            NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Section 1.               Defined
Terms. Each capitalized term that is defined in the Credit Agreement, but that is not defined in this Amendment, shall have the meaning
ascribed such term in the Credit Agreement, as modified hereby. Unless otherwise indicated, all section and exhibit references in this
Amendment refer to the respective sections and exhibits in the Credit Agreement.


 






     


     


    

 


Section 2.               Reaffirmation
of the Borrowing Base and Aggregate Commitments and Cessation of Automatic Monthly Borrowing Base Reduction.


 


(a)            In
accordance with Section 2.05(b)(i) of the Credit Agreement, on and as of the Effective Date (defined below) the Borrowing Base
shall be reaffirmed and maintained at $225,000,000. The Borrowing Base, as reaffirmed as of the Effective Date, shall remain in effect
until otherwise redetermined or adjusted in accordance with the provisions of the Credit Agreement.


 


(b)           Both
the Borrower, on the one hand, and the Administrative Agent and the Lenders party hereto, on the other hand, agree that the foregoing
reaffirmation of the Borrowing Base pursuant to Section 2(a) above shall constitute the regularly scheduled spring 2022 Scheduled
Determination of the Borrowing Base and shall not constitute a Special Determination.


 


(c)            Pursuant
to the terms and conditions of the Fifth Amendment, commencing as of February 28, 2022 through the effectiveness of the spring
2022 Scheduled Determination, an automatic reduction of the Borrowing Base in the amount of $5,000,000 (resulting in a contemporaneously
monthly reduction in the Aggregate Commitments in the same amount), was implemented thereby. In accordance with Section 2(b) above,
the reaffirmed Borrowing Base shall constitute the spring 2022 Scheduled Determination, and the automatic monthly reduction of the Borrowing
Base and the Aggregate Commitments shall cease to apply.


 


Section 3.               Amendments
to Credit Agreement. Section 6.19 of the Credit Agreement is hereby amended and restated to provide as follows:


 


“Section 6.19 Minimum
Hedging Requirements. From and after June 20, 2022, the Borrower shall (i) enter into from time to time (and
thereafter, the Borrower shall maintain in effect) Hedge Transactions with Approved Counterparties in respect of commodity prices
for crude oil and natural gas such that, as of any date of determination, the aggregate notional monthly volumes of crude oil and
natural gas hedged by the Borrower equal or exceed (but subject at all times to the limitations in Section 7.12)
(x) sixty percent (60%) of the reasonably projected aggregate monthly production of natural gas and crude oil (calculated on an
equivalent basis) from Oil and Gas Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the
then most recently delivered Engineering Report for each full calendar month during the period of twelve (12) consecutive full
calendar months immediately following any such date of determination (or, if the Maturity Date occurs within any such period, then
for each full calendar month during the period through (and including) the full calendar month in which the Maturity Date occurs),
and (y) if the Maturity Date is more than twelve full calendar months after any such date of determination, fifty percent (50%)
of the reasonably projected aggregate production of natural gas and crude oil (calculated on an equivalent basis) from Oil and Gas
Properties comprising Proved Developed Producing Reserves of the Loan Parties evaluated in the then most recently delivered
Engineering Report for each full calendar month during the period of six (6) consecutive full calendar months immediately
following the twelve (12) consecutive full calendar month period described in the foregoing clause (i) of this
Section 6.19 (or, if the Maturity Date occurs within any such six (6) consecutive full calendar month period, then for
each full calendar month during the period through (and including) the full calendar month in which the Maturity Date occurs), and
(ii) no later than five (5) Business Days after the end of each calendar month, provide to the Administrative Agent
evidence reasonably satisfactory to the Administrative Agent demonstrating the Borrower’s compliance with the foregoing; provided
that, in the event that the Borrower determines in good faith after using commercially reasonable efforts that the Borrower has been
unable to enter into all or a portion of the Hedge Transactions required pursuant to the foregoing clauses (i)(x) and (i)(y),
then the Borrower may deliver to the Administrative Agent on or before the due date for compliance with the applicable clause, a
certificate of a Responsible Officer to that effect in satisfaction of the requirement of the applicable clause with respect to any
volumes for which the Borrower has been unable to enter into Hedging Transactions; provided, further, that from and
after the delivery of any such certificate until the Borrower has delivered reasonably satisfactory evidence demonstrating that the
Borrower has entered into Hedge Transactions in satisfaction of such clauses, the Borrower shall (1) continue to use
commercially reasonable efforts to satisfy the requirements of such clauses and (2) include in each certificate delivered
pursuant to Section 6.02(a) an additional similar certification to the extent applicable.”


 






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Section 4.               Effectiveness.
This Amendment shall become effective on the date (the “Effective Date”) on which each of the following conditions
is satisfied:


 


4.1            The
Administrative Agent shall have received counterparts of this Amendment from the Parent, the other Loan Parties and Lenders comprising
at least the Required Lenders.


 


4.2           Each
of the Parent, the Borrower and each other Loan Party shall have confirmed and acknowledged to the Administrative Agent and the Lenders,
and by its execution and delivery of this Amendment, each of the Parent, the Borrower and each other Loan Party does hereby confirm and
acknowledge to the Administrative Agent and the Lenders, that (a) the execution, delivery and performance of this Amendment has
been duly authorized by all requisite corporate or limited liability company action, as applicable, on the part of the Parent, the Borrower
and each other Loan Party, (b) the Credit Agreement and each other Loan Document to which it is a party constitute valid and legally
binding agreements enforceable against the each of the Parent, the Borrower and each other Loan Party in accordance with their respective
terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other
similar laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, and (c) the
representations and warranties by each of the Parent, the Borrower and each other Loan Party contained in Article V of the Credit
Agreement or any other Loan Document to which such entity is a party are true and correct on and as of the Effective Date in all material
respects (or if such representation or warranty is qualified by or subject to a “materiality”, “material adverse effect”,
 “material adverse change” or any similar term or qualification, such representation or warranty shall be true and correct
in all respects) as though made on and as of the date hereof, except to the extent that such representations and warranties specifically
refer to an earlier date, in which case was true and correct, in all material respects (or if such representation or warranty is qualified
by or subject to a “materiality”, “material adverse effect”, “material adverse change” or any similar
term or qualification, such representation or warranty shall continue to be true and correct in all respects) as of such earlier date,
and (d) no Default or Event of Default exists under the Credit Agreement or any of the other Loan Documents.


 


Section 5.               Miscellaneous.


 


5.1            Confirmation
and Effect and No Waiver. The provisions of the Credit Agreement (as modified by this Amendment) shall remain in full force and effect
in accordance with its terms following the effectiveness of this Amendment. Each reference in the Credit Agreement to “this Agreement”,
 “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Credit
Agreement as modified hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or
delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as modified hereby. This Amendment
is a Loan Document for all purposes under the Loan Documents. The execution, delivery and effectiveness of this Amendment shall not operate
as a waiver of any default of the Public Parent, the Parent, the Borrower or any other Loan Party or any right, power or remedy of the
Administrative Agent or the Lenders under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
This Amendment shall serve as a modification to the Credit Agreement, but shall not extinguish or novate the Loans or any other Obligation
under the Credit Agreement.


 


5.2            Ratification
and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this Amendment, (b) ratifies
and affirms all of their respective Obligations and each of their other obligations under the Credit Agreement and the other Loan Documents
to which it is a party, as modified hereby, (c) acknowledges, renews and extends its continued liability under the Credit Agreement
and the other Loan Documents to which it is a party, as modified hereby, (d) ratifies and affirms all Liens granted by it pursuant
to the Loan Documents to secure the Secured Obligations (except to the extent that such Liens have been released in accordance with the
Loan Documents) and affirms that after giving effect to this Amendment, the terms of the Security Instruments secure, and will continue
to secure, all Secured Obligations thereunder, and (e) agrees that its guarantee under the Guaranty, if applicable, and the other
Loan Documents to which it is a party, as modified hereby, remains in full force and effect with respect to the Obligations.


 


5.3            Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page of this Amendment by facsimile or electronic (e.g., pdf) transmission shall be effective as delivery of a manually executed
original counterpart hereof.


 


5.4            No
Oral Agreement. This written Agreement, the Credit Agreement and the other Loan Documents executed
in connection herewith and therewith represent the final agreement among the parties and may not be contradicted by evidence of prior,
contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.


 






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5.5           Governing
Law. This Amendment (including, but not limited to, the validity and enforceability hereof)
shall be governed by, and construed in accordance with, the laws of the State of New York.


 


5.6           Payment
of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for fees and expenses in connection with this Amendment
pursuant to the terms and conditions of Section 10.04 of the Credit Agreement.


 


5.7           Severability.
If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes
as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction
shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


5.8            Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns as permitted under Section 10.06 of the Credit Agreement.


 


[Signature pages follow]


 






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IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed effective as of the date first written above.


 



	BORROWER:	AMPLIFY ENERGY OPERATING LLC,
	 	a Delaware limited liability company,
	 	as the Borrower
	 	 
	 	 
	 	By:	/s/ Jason McGlynn
	 	Name:	Jason McGlynn
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 
	PARENT:	AMPLIFY ACQUISITIONCO LLC,
	 	a Delaware limited liability company,
	 	as the Parent
	 	 
	 	 
	 	By:	/s/ Jason McGlynn
	 	Name:	Jason McGlynn
	 	Title:	Senior Vice President and Chief Financial Officer
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	GUARANTORS:	AMPLIFY ENERGY SERVICES LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Jason McGlynn
	 	Name:	Jason McGlynn
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 
	 	BETA OPERATING COMPANY, LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Jason McGlynn
	 	Name:	Jason McGlynn
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 
	 	SAN PEDRO BAY PIPELINE COMPANY,
	 	a California corporation
	 	 
	 	 
	 	By:	/s/ Jason McGlynn
	 	Name:	Jason McGlynn
	 	Title:	Senior Vice President and Chief Financial Officer
	 	 	 
	 	AMPLIFY OKLAHOMA OPERATING LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	/s/ Jason McGlynn
	 	Name:	Jason McGlynn
	 	Title:	Senior Vice President and Chief Financial Officer
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 
	ADMINISTRATIVE AGENT AND LENDER:	KEYBANK NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
	 	 
	 	 
	 	By:	/s/ David M. Bornstein
	 	Name:	David M. Bornstein
	 	Title:	Senior Vice President
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	BANK OF MONTREAL, as a Lender
	 	 
	 	 
	 	By:	Radhika Kapur
	 	Name:	Radhika Kapur
	 	Title:	Vice President
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	BANK OF AMERICA, N.A., as a Lender
	 	 
	 	 
	 	By:	Christopher Baethge
	 	Name:	Christopher Baethge
	 	Title:	Vice President
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	CITIBANK, N.A., as a Lender
	 	 
	 	 
	 	By:	Cliff Vaz
	 	Name:	Cliff Vaz
	 	Title:	Vice President
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	REGIONS BANK, as a Lender
	 	 
	 	 
	 	By:	J. Patrick Carrigan
	 	Name:	J. Patrick Carrigan
	 	Title:	Senior Vice President
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	U.S. BANK NATIONAL ASSOCIATION,
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	John C. Lozano
	 	Name:	John C. Lozano
	 	Title:	Senior Vice President
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH, as a Lender
	 	 
	 	 
	 	By:	Kevin A. James
	 	Name:	Kevin A. James
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	Donovan C. Broussard
	 	Name:	Donovan C. Broussard
	 	Title:	Authorized Signatory
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	OCM ENGY Holdings, LLC, as a Lender
	 	 
	 	 
	 	By:	Oaktree Fund GP, LLC
	 	Its:	Manager
	 	 	 
	 	By:	Oaktree Fund GP I, L.P.
	 	Its:	Managing Member
	 	 	 
	 	By:	Allen Li
	 	Name:	Allen Li
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	Jared Parker
	 	Name:	Jared Parker
	 	Title:	Authorized Signatory
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	UBS AG, STAMFORD BRANCH, as a Lender
	 	 
	 	 
	 	By:	Danielle Calo
	 	Name:	Danielle Calo
	 	Title:	Associate Director
	 	 	 
	 	By:	Dionne Robinson
	 	Name:	Dionne Robinson
	 	Title:	Associate Director
	




    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]


     


    


	 	 	 
	LENDER:	GOLDMAN SACHS BANK USA, as a Lender
	 	 
	 	 
	 	By:	Dan Martis
	 	Name:	Dan Martis
	 	Title:	Authorized Signatory



 






    [Signature Page to Sixth Amendment to Credit Agreement 
 Amplify Energy Operating LLC]