EX-10.1


 Exhibit 10.1 
  

 
  

 
 



 
 FIRST AMENDMENT TO AMENDED AND
RESTATED CREDIT AGREEMENT 
 dated as of November 30, 2017 

among 
 Amplify Energy
Operating LLC, 
 as Borrower, 

The Guarantors Party Hereto, 

Wells Fargo Bank, National Association, 

as Administrative Agent, 

and 
 The Lenders Party
Hereto 
  
  

 






 FIRST AMENDMENT TO AMENDED
AND RESTATED CREDIT AGREEMENT 
 This FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”), dated as of November 30, 2017 (the
“First Amendment Effective Date”), is among AMPLIFY ENERGY OPERATING LLC, a limited liability company formed under the laws of the State of Delaware (the “Borrower”);
AMPLIFY ACQUISITIONCO INC., a corporation formed under the laws of the State of Delaware (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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative
agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”). 
 Recitals 

A. The Borrower, the Parent, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated
as of May 4, 2017 (as 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, the Parent, the
Administrative Agent and the Lenders desire to amend the Credit Agreement to, among other things, (i) modify certain hedging requirements under the Credit Agreement, (ii) reflect the reduction of the Borrowing Base from $475,000,000 to
$450,000,000, to be effective as of the First Amendment Effective Date until otherwise redetermined pursuant to the Credit Agreement, and (iii) remove the mandatory prepayments in respect of Excess Cash. 

C. 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 which is defined in the Credit Agreement, but which is not defined in this First Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section and exhibit
references in this First Amendment refer to the respective sections and exhibits in the Credit Agreement. 
 Section 2. Amendments
as of the First Amendment Effective Date. In reliance on the representations, warranties, covenants and agreements contained in this First Amendment, and subject to the satisfaction of the conditions precedent set forth in
Section 4 hereof, the Credit Agreement shall be amended effective as of the First Amendment Effective Date in the manner provided in this Section 2. 

2.1 Additional Definitions. Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the
following definitions which shall read in full as follows: 






 “ICE” has the meaning assigned to such term in the definition of
“LIBO Rate”. 
 “LIBOR Market Index”, when used in reference to any Loan or Borrowing, means that
such Loan is, or the Loans comprising such Borrowing are, bearing interest at a rate determined by reference to the LIBOR Market Index Rate. 

“LIBOR Market Index Rate” means, for any day with respect to any LIBOR Market Index Loan, a rate per annum
equal to the greater of: (a) 0% and (b) the rate determined by reference to the ICE (or any other Person that takes over the administration of such rate) appearing on the relevant Reuters screen page (or on any successor or substitute page of
such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing
quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time on such day (or if such day is not a Business Day, then the immediately preceding Business Day), as the rate for
dollar deposits with a one-month maturity. In the event that such rate is not available at such time for any reason, then the “LIBOR Market Index Rate” with respect to such LIBOR Market Index Loan
shall be the rate (rounded upwards, if necessary, to the next 1/100 of 1%) at which dollar deposits of an amount comparable to such Loan and for a one-month maturity are offered by the principal London office
of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m. on such day (or if such day is not a Business Day, then the immediately preceding Business Day). 

2.2 Amended Definitions. The definitions of “Applicable Margin”, “Interest Payment Date”, “Permitted Unsecured
Debt” and “Type” contained in Section 1.02 of the Credit Agreement are hereby amended and restated in their entirety to read in full as follows: 

“Applicable Margin” means, for any day, with respect to any ABR Loan, LIBOR Market Index Loan or
Eurodollar Loan, or with respect to the Commitment Fee Rate, as the case may be, the rate per annum set forth in the Total Commitments Utilization Grid below based upon the Total Commitments Utilization Percentage then in effect: 

 

																					
	Total Commitments Utilization Grid	 
	 Total Commitments Utilization Percentage
	  	£	25%	 	  	 
 £
	> 25%
  50%
	 
  
	  	 
 £
	> 50%
  75%
	 
  
	  	 
 £
	> 75%
  90%
	 
  
	  	 	> 90%	 
	 Eurodollar Loans
	  	 	3.00%	 	  	 	3.25%	 	  	 	3.50%	 	  	 	3.75%	 	  	 	4.00%	 
	 LIBOR Market Index Loans
	  	 	3.00%	 	  	 	3.25%	 	  	 	3.50%	 	  	 	3.75%	 	  	 	4.00%	 
	 ABR Loans
	  	 	2.00%	 	  	 	2.25%	 	  	 	2.50%	 	  	 	2.75%	 	  	 	3.00%	 
	 Commitment Fee Rate
	  	 	0.50%	 	  	 	0.50%	 	  	 	0.50%	 	  	 	0.50%	 	  	 	0.50%	 







 Each change in the Applicable Margin shall apply during the period commencing on the effective
date of such change and ending on the date immediately preceding the effective date of the next such change; provided that if at any time the Borrower fails to deliver a Reserve Report pursuant to Section 8.12 and
such failure continues for more than 10 Business Days from the date when such Reserve Report is due, then the “Applicable Margin” means the rate per annum set forth on the grid when the Total Commitments Utilization Percentage is at its
highest level until such Reserve Report is delivered. 
 “Interest Payment Date” means (a) with respect
to any ABR Loan and any LIBOR Market Index Rate Loan, the last day of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the
first day of such Interest Period. 
 “Permitted Unsecured Debt” means unsecured Debt incurred by the
Borrower or the Parent; provided that: 
 (a) such Debt shall be in an aggregate principal amount not to exceed
$80,000,000 (provided that the amount of any paid in kind interest added to the principal amount of such Debt following its issuance shall not count towards the maximum aggregate principal amount set forth in this clause (a)); 

(b) subject to Section 9.04(b)(iii), such Debt shall bear interest (excluding default interest)
payable in cash at a rate no greater than 3% per annum; 
 (c) such Debt shall bear interest (excluding default interest)
payable in kind, together with interest payable in cash, at a rate no greater than the weighted average interest rate applicable to the Loans at the time of incurrence of such Debt; 

(d) such Debt shall not mature sooner than the date which is 180 days following the Maturity Date at the time of the incurrence
of such Debt; 
 (e) such Debt shall not provide for or otherwise require any scheduled payment of principal, voluntary or
mandatory prepayment or other Redemption prior to the scheduled maturity date of such Debt; 






 (f) the Borrower or its Loan Parties have entered into Swap Agreements on terms
consistent with Section 9.18 in respect of commodities (i) with a Lender or an Affiliate of a Lender and (ii) the notional volumes for which (when aggregated with other commodity Swap Agreements then in effect
other than basis differential swaps on volumes already hedged pursuant to other Swap Agreements) are no less than, as of the date of the incurrence of such Debt, 75% of the reasonably anticipated projected production of Hydrocarbons from
Proved Developed Producing Reserves included in the most recent Reserve Report for each year during the three-year period following the date of such incurrence for each of crude oil, natural gas and natural gas liquids, (which, in the case of
natural gas liquids, may be hedged with Swap Agreements for crude oil), each calculated separately; 
 (g) such Debt is
issued at par with no original issue discount or upfront fees payable in respect of such Debt; provided that upfront fees may be payable on the scheduled maturity date of such Debt or upon payment in full of such Debt, so long as all
Indebtedness has been paid in full and the Commitments terminated prior to any payment of such upfront fees, so long as any such upfront fees are no greater than the market rates for upfront fees at the time such Debt is incurred; 

(h) immediately after giving effect to the incurrence of such Debt and the application of the proceeds thereof, no Default or
Event of Default shall exist; and 
 (i) such Debt shall be subject to a Subordination Agreement. 

2.3 “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the
Loans comprising such Borrowing, is determined by reference to the Alternate Base Rate, the LIBOR Market Index Rate or the Adjusted LIBO Rate. 

2.4 Deletion of Definition. Section 1.02 of the Credit Agreement is hereby amended by deleting the definition of “Excess
Cash” in its entirety. 
 2.5 Amendment to Section 2.02(b) of the Credit Agreement. The first sentence of
Section 2.02(b) of the Credit Agreement is hereby amended and restated in its entirety to read in in full as follows: 
 Subject to
Section 3.03 and Section 5.06, each Borrowing shall be comprised entirely of ABR Loans, LIBOR Market Index Loans or Eurodollar Loans as the Borrower may request
in accordance herewith. 
 2.6 Amendment to Section 2.02(c) of the Credit Agreement. The first reference to
“ABR Borrowing” contained in Section 2.02(c) of the Credit Agreement is hereby deleted and replaced with a reference to “ABR Borrowing or LIBOR Market Index Borrowing”. 

2.7 Amendment to Section 2.03 of the Credit Agreement. The first reference to “ABR Borrowing” contained in
Section 2.03 of the Credit Agreement is hereby deleted and replaced with a reference to “ABR Borrowing or a LIBOR Market Index Borrowing”. 






 2.8 Amendment to Section 2.03(iii) of the Credit Agreement. The first
reference to “ABR Borrowing” contained in Section 2.03(iii) of the Credit Agreement is hereby deleted and replaced with a reference to “ABR Borrowing, a LIBOR Market Index Borrowing”. 

2.9 Amendment to Section 2.04(c)(iii) of the Credit Agreement. The first reference to “ABR Borrowing”
contained in Section 2.04(c)(iii) of the Credit Agreement is hereby deleted and replaced with a reference to “ABR Borrowing, a LIBOR Market Index Borrowing”. 

2.10 Amendment to Section 3.02(a) of the Credit Agreement. Section 3.02(a) of the Credit Agreement is hereby
amended and restated in its entirety to read in full as follows: 
 ABR Loans and LIBOR Market Index Loans. The Loans
comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. The Loans comprising each LIBOR Market Index Borrowing shall bear interest at the LIBOR
Market Index Rate plus the Applicable Margin, but in no event to exceed the Highest Lawful Rate. 
 2.11 Amendment to
Section 3.02(e) of the Credit Agreement. The last sentence of Section 3.02(e) of the Credit Agreement is hereby amended and restated in its entirety to read in in full as follows: 

The applicable Alternate Base Rate, LIBOR Market Index Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative
Agent, and such determination shall be conclusive absent manifest error, and be binding upon the parties hereto. 
 2.12 Amendment to
Section 3.04(b) of the Credit Agreement. The first reference to “ABR Borrowing” contained in Section 3.04(b) of the Credit Agreement is hereby deleted and replaced with a reference to “ABR Borrowing or a
LIBOR Market Index Borrowing”. 
 2.13 Amendment to Section 3.04(c)(iv) of the Credit Agreement.
Section 3.04(c)(iv) of the Credit Agreement is hereby amended and restated in its entirety to read in full as follows: 
 Each
prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, second, ratably to any LIBOR Market Index Borrowings then outstanding, and third to
any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to such Eurodollar Borrowing in such order as the Borrower may direct. 

2.14 Amendment to Section 3.04(e) of the Credit Agreement. Section 3.04(e) of the Credit Agreement is hereby
amended and restated in its entirety to read in its entirety as “[Reserved.]”. 
 2.15 Amendment to
Section 5.01(a) of the Credit Agreement. Each reference to “Eurodollar Loan” contained in Section 5.01(a) of the Credit Agreement is hereby deleted and replaced with a reference to “Eurodollar Loan, LIBOR
Market Index Loan”. 






 2.16 Amendment to Section 5.02 of the Credit Agreement. The first
reference to “ABR Loan” contained in Section 5.02 of the Credit Agreement is hereby deleted and replaced with a reference to “ABR Loan or a LIBOR Market Index Loan”. 

2.17 New Section 5.06 of the Credit Agreement. A new Section 5.06 is hereby added to the Credit Agreement
immediately following Section 5.05 thereof, which Section 5.06 shall read in full as follows: 
 Section 5.06 Availability
of LIBOR Market Index Loans. Notwithstanding any other provision of this Agreement, in the event that any Lender determines in its sole discretion that LIBOR Market Index Loans are not available to be made by it for any reason (including,
without limitation, as a result of such Loans becoming illegal or such Lender determining that adequate and reasonable means do not exist for determining the LIBOR Market Index Rate), then (a) such Lender shall promptly notify the Borrower and
the Administrative Agent thereof, (b) no Lender shall be required to make LIBOR Market Index Loans (and the Borrower shall not be entitled to request LIBOR Market Index Loans or convert any other Loans into LIBOR Market Index Loans) until such
Lender notifies the Borrower and the Administrative Agent that LIBOR Market Index Loans are again available to be made by such Lender, and (c) if such Lender so requests by notice to the Borrower and the Administrative Agent, all LIBOR Market
Index Loans of such Lender then outstanding shall be automatically converted into ABR Loans on the date specified by such Lender in such notice. 

2.18 Amendment to Section 6.02(f) of the Credit Agreement. Section 6.02(f) of the Credit Agreement is hereby
amended and restated in its entirety to read in its entirety as “[reserved.]”. 
 2.19 Amendment to
Section 8.01(q) of the Credit Agreement. Section 8.01(q) of the Credit Agreement is hereby amended and restated in its entirety to read in its entirety as “[reserved.]”. 

2.20 Amendment to Section 8.18 of the Credit Agreement. Section 8.18 of the Credit Agreement is hereby amended
and restated in its entirety to read in full as follows: 
 Hedging Requirements. On or prior to April 30,
2018, the Borrower or any other Loan Party shall enter into Swap Agreements on terms consistent with Section 9.18 with Approved Counterparties to hedge a notional volume of not less than, in the aggregate, 75% of
the reasonably anticipated projected production of Hydrocarbons from Proved Developed Producing Reserves included in the most recent Reserve Report for each calendar month during 2018 and 2019 of crude oil, natural gas and natural gas
liquids, (which, in the case of natural gas liquids, may be hedged with Swap Agreements for crude oil), each calculated separately. 






 2.21 Amendment to Exhibit B of the Credit Agreement. Clause (iii) in Exhibit B of the
Credit Agreement is hereby amended and restated in its entirety to read in full as follows:Requested Borrowing is to be [an ABR Borrowing] [a LIBOR Market Index Borrowing] [a Eurodollar Borrowing]; 

2.22 Amendment to Exhibit C of the Credit Agreement. Clause (iii) in Exhibit C of the Credit Agreement is hereby amended and
restated in its entirety to read in full as follows: 
 The resulting Borrowing is to be [an ABR Borrowing] [a LIBOR Market Index
Borrowing] [a Eurodollar Borrowing] [; and] 
 Section 3. Borrowing Base Redetermination and Reduction in Aggregate Elected
Commitment Amounts. Effective as of the First Amendment Effective Date until the next Redetermination Date in accordance with the provisions of Section 2.07 of the Credit Agreement, the Borrowing Base shall be $450,000,000 and such amount
shall be automatically reduced by $2,500,000 on the first day of each calendar month following the First Amendment Effective Date to and including April 1, 2018. Notwithstanding the foregoing, the Borrowing Base may be subject to further
adjustments from time to time pursuant to Section 2.07(f) or Section 8.13(c) of the Credit Agreement. 
 Section 4.
Conditions Precedent to this First Amendment. The effectiveness of the amendments to the Credit Agreement contained in Section 2 hereof is subject to the following: 

4.1 The Administrative Agent shall have received counterparts of this First Amendment from the Loan Parties and the Lenders party hereto. 

4.2 The Administrative Agent shall have received payment in full of a consent fee for the benefit of the Lenders party hereto in an amount for
each such Lender equal to ten (10) basis points (0.10%) of the amount of such Lender’s Commitment as of the First Amendment Effective Date. 

4.3 All fees and expenses due and owing to Linklaters LLP invoiced at least two (2) Business Days prior to the First Amendment Effective
Date shall have been paid or reimbursed by the Borrower. 
 4.4 No Default, Event of Default or Borrowing Base Deficiency shall exist
immediately prior to or after giving effect to the amendments to the Credit Agreement contained in Section 2 hereof or the redetermination of the Borrowing Base provided for in Section 3 hereof.

 The Administrative Agent shall notify the Borrower and the Lenders of the effectiveness of this First Amendment, and such notice shall be
conclusive and binding. 
 Section 5. Representations and Warranties; Etc. Each Loan Party hereby affirms: (a) that as of
the date hereof, all of the representations and warranties contained in each Loan Document to which such Loan Party is a party are true and correct in all material respects as though made on and as of the date hereof (unless made as of a specific
earlier date, in which case, was true as of such date and except to the extent that any such representation and warranty is qualified by materiality, in which case such representation and warranty shall continue to be true and correct in all
respects), (b) no Default or Event of Default exists under the Loan Documents or will, after giving effect to this First Amendment, exist under the Loan Documents and (c) no Material Adverse Effect has occurred. 






 Section 6. Miscellaneous. 

6.1 Confirmation and Effect. The provisions of the Credit Agreement (as amended by this First Amendment) shall remain in full force and
effect in accordance with its terms following the effectiveness of this First 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 amended 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 amended hereby. This First Amendment is a Loan Document for all purposes under the Loan Documents. 

6.2 Ratification and Affirmation of Loan Parties. Each of the Loan Parties hereby expressly (a) acknowledges the terms of this
First Amendment, (b) ratifies and affirms its obligations under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended hereby, (c) acknowledges, renews and extends its continued liability under the Guaranty
Agreement and the other Loan Documents to which it is a party, as amended hereby, (d) ratifies and affirms all Liens granted by it pursuant to the Loan Documents to secure the Indebtedness (except to the extent that such Liens have been
released in accordance with the Loan Documents) and (e) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party, as amended hereby, remains in full force and effect with respect to the
Indebtedness. 
 6.3 Counterparts. This First Amendment may be executed by one or more of the parties hereto in any number of separate
counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile or electronic (e.g., pdf) transmission shall be effective as delivery of a manually
executed original counterpart hereof. 
 6.4 No Oral Agreement. THIS WRITTEN FIRST
AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN
CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES. 
 6.5 Governing Law. THIS
FIRST 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. 

6.6 Payment of Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for fees and expenses in connection with this
First Amendment pursuant to the terms and conditions of Section 12.03 of the Credit Agreement. 






 6.7 Severability. Any provision of this First Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 6.8 Successors and Assigns.
This First Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 
 6.9
Release. EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “RELEASING PARTIES”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS
FIRST AMENDMENT, NONE OF THE RELEASING PARTIES HAS ANY CLAIMS, CAUSES OF ACTION, DEMANDS OR LIABILITIES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, FIXED OR CONTINGENT, LIQUIDATED OR UNLIQUIDATED, DISPUTED OR UNDISPUTED, KNOWN OR UNKNOWN,
AGAINST, OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE INDEBTEDNESS OR ANY LIENS OR SECURITY INTERESTS OF, IN EACH CASE WHICH ARISE OUT OF OR ARE RELATED TO THE INDEBTEDNESS OR ANY OF THE LOAN DOCUMENTS
(EACH, A “RELEASED CLAIM”), THE ADMINISTRATIVE AGENT, THE ISSUING BANK, THE OTHER SECURED PARTIES OR ANY OF THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, OR REPRESENTATIVES, OR AGAINST ANY OF THEIR RESPECTIVE
SUCCESSORS OR ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “RELEASED PARTIES”). IN PARTIAL CONSIDERATION FOR THE AGREEMENT OF THE ADMINISTRATIVE AGENT AND THE LENDERS PARTY HERETO TO ENTER INTO THIS FIRST AMENDMENT, EACH OF THE
RELEASING PARTIES HEREBY UNCONDITIONALLY WAIVES AND FULLY AND FOREVER RELEASES, REMISES, DISCHARGES AND HOLDS HARMLESS THE RELEASED PARTIES FROM ANY AND ALL RELEASED CLAIMS, WHICH ANY OF THE RELEASING PARTIES HAS OR MAY ACQUIRE IN THE FUTURE
RELATING IN ANY WAY TO ANY EVENT, CIRCUMSTANCE, ACTION OR FAILURE TO ACT AT ANY TIME ON OR PRIOR TO THE FIRST AMENDMENT EFFECTIVE DATE, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES AND
EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE, AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO. THIS PARAGRAPH IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE RELEASED PARTIES BY THE RELEASING PARTIES AND SHALL
NOT IN ANY WAY LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE OR WAIVER BY THE RELEASING PARTIES IN FAVOR OF THE RELEASED PARTIES. 

[Signature pages follow] 






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

							
	BORROWER:	 		 	 AMPLIFY ENERGY OPERATING LLC,
 a
Delaware limited liability company

				
		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 	Name: Robert L. Stillwell, Jr.
		 		 	Title: Senior Vice President and Chief Financial Officer
			
	GUARANTOR:	 		 	 AMPLIFY ACQUISITIONCO INC.,
 a
Delaware corporation

				
		 		 	By:	 	 /s/ Robert. L. Stillwell, Jr.

		 		 	Name: Robert L. Stillwell, Jr.
		 		 	Title: Senior Vice President and Chief Financial Officer
			
		 		 	 AMPLIFY ENERGY SERVICES LLC,
 a
Delaware limited liability company

				
		 		 	By:	 	 /s/ Robert. L. Stillwell, Jr.

		 		 	Name: Robert L. Stillwell, Jr.
		 		 	Title: Senior Vice President and Chief Financial Officer
			
		 		 	 COLUMBUS ENERGY, LLC,
 a Delaware
limited liability company

				
		 		 	By:	 	Amplify Energy Operating LLC, its sole member
				
		 		 	By:	 	 /s/ Robert L. Stillwell, Jr.

		 		 	Name: Robert L. Stillwell, Jr.
		 		 	Title: Senior Vice President and Chief Financial Officer

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 






 
			
	 BETA OPERATING COMPANY, LLC,
 a
Delaware limited liability company

		
	By:	 	 /s/ Robert L. Stillwell, Jr.

	Name: Robert L. Stillwell, Jr.
	Title: Chief Financial Officer
	
	 SAN PEDRO BAY PIPELINE COMPANY,
 a
California corporation

		
	By:	 	 /s/ Robert L. Stillwell, Jr.

	Name: Robert L. Stillwell, Jr.
	Title: Chief Financial Officer


 [SIGNATURE PAGE TO FIRST
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







							
	ADMINISTRATIVE AGENT:	 		 	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Issuing Bank and a Lender

				
		 		 	By:	 	 /s/ Kevin Davidson

		 		 	Name: Kevin Davidson
		 		 	Title: Director

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







							
	LENDER:	 		 	JPMORGAN CHASE BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Theresa M. Benson

		 		 	Name: Theresa M. Benson
		 		 	Title: Authorized Officer

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







							
	LENDER:	 		 	BANK OF AMERICA, N.A., as a Lender
				
		 		 	By:	 	 /s/ Raza Jafferi

		 		 	Name: Raza Jafferi
		 		 	Title: Vice President

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







							
	LENDER:	 		 	CITIBANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Jeff Ard

		 		 	Name: Jeff Ard
		 		 	Title: Vice President

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







					
	LENDER:	 	BARCLAYS BANK PLC, as a Lender
			
		 	By:	 	 /s/ Sydney G. Dennis

		 	Name: Sydney G. Dennis
		 	Title: Director

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







					
	LENDER:	 	COMPASS BANK, as a Lender
			
		 	By:	 	 /s/ Rachel Festervand

		 	Name: Rachel Festervand
		 	Title: Sr. Vice President

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







					
	LENDER:	 	COMERICA BANK, as a Lender
			
		 	By:	 	 /s/ Gary Culbertson

		 	Name: Gary Culbertson
		 	Title: Vice President

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







					
	LENDER:	 	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
			
		 	By:	 	 /s/ Michael Willis

		 	Name: Michael Willis
		 	Title: Managing Director
			
		 	By:	 	 /s/ David Gurghigian

		 	Name: David Gurghigian
		 	Title: Managing Director

 [SIGNATURE PAGE TO FIRST AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT – 

AMPLIFY ENERGY OPERATING LLC] 







					
	LENDER:	 	ING CAPITAL LLC, as a Lender
			
		 	By:	 	 /s/ Charles Hall

		 	Name: Charles Hall
		 	Title: Managing Director
			
		 	By:	 	 /s/ Josh Strong

		 	Name: Josh Strong
		 	Title: Director

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	LENDER:	 		 	NATIXIS, NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Brice Le Foyer

		 		 	Name: Brice Le Foyer
		 		 	Title: Director
				
		 		 	By:	 	 /s/ Vikram Nath

		 		 	Name: Vikram Nath
		 		 	Title: Director

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	 LENDER:
	 		 	ROYAL BANK OF CANADA, as a Lender
				
		 		 	By:	 	 /s/ Don J. McKinnerney

		 		 	Name: Don J. McKinnerney
		 		 	 Title: Authorized Signatory


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	LENDER:	 		 	U.S. BANK NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	 /s/ Mike Warren

		 		 	Name: Mike Warren
		 		 	Title: Senior VP

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	LENDER:	 		 	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
				
		 		 	By:	 	 /s/ Michael Higgins

		 		 	Name: Michael Higgins
		 		 	Title: Sr. Director

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	LENDER:	 		 	BMO HARRIS BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ James V. Ducote

		 		 	Name: James V. Ducote
		 		 	Title: Managing Director

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	LENDER:	 		 	BRANCH BANKING AND TRUST COMPANY, as a Lender
				
		 		 	By:	 	 /s/ Greg Krablin

		 		 	Name: Greg Krablin
		 		 	Title: Vice President

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	LENDER:	 		 	SANTANDER BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ David O’Driscoll

		 		 	Name: David O’Driscoll
		 		 	Title: Senior Vice President
				
		 		 	By:	 	 /s/ Mark Connelly

		 		 	Name: Mark Connelly
		 		 	Title: Senior Vice President

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	LENDER:	 		 	CITIZENS BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ David Baron

		 		 	Name: David Baron
		 		 	Title: Vice President

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	LENDER:	 		 	REGIONS BANK, as a Lender
				
		 		 	By:	 	 /s/ J. Patrick Carrigan

		 		 	Name: J. Patrick Carrigan
		 		 	Title: Senior Vice President

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	LENDER:	 		 	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
				
		 		 	By:	 	 /s/ Anca Trifan

		 		 	Name: Anca Trifan
		 		 	Title: Managing Director
				
		 		 	By:	 	 /s/ Marcus Tarkington

		 		 	Name: Marcus Tarkington
		 		 	Title: Director

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	LENDER:	 		 	ASSOCIATED BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Alison K. Tregilgas

		 		 	Name: Alison K. Tregilgas
		 		 	Title: Senior Vice President

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	LENDER:	 		 	CADENCE BANK, N.A., as a Lender
				
		 		 	By:	 	 /s/ Anthony Blanco

		 		 	Name: Anthony Blanco
		 		 	Title: Senior Vice President

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	LENDER:	 		 	ZB, N.A. DBA AMEGY BANK, as a Lender
				
		 		 	By:	 	 /s/ Sam Trail

		 		 	Name: Sam Trail
		 		 	Title: Senior Vice President

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	LENDER:	 		 	SUNTRUST BANK, as a Lender
				
		 		 	By:	 	 /s/ William S. Krueger

		 		 	Name: William S. Krueger
		 		 	Title: First Vice President

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	LENDER:	 		 	GOLDMAN SACHS BANK USA, as a Lender
				
		 		 	By:	 	 /s/ Chris Lam

		 		 	Name: Chris Lam
		 		 	Title: Authorized Signatory

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	LENDER:	 		 	CARGILL, INCORPORATED, as a Lender
				
		 		 	By:	 	 /s/ Tyler R. Smith

		 		 	Name: Tyler R. Smith
		 		 	Title: Authorized Signer

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