Amplify Energy Corp
For the period ended Dec 31, 2023. Filed Mar 7, 2024.
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FY2023 · Filed Mar 7, 2024
AMPY$3.51+9.7%Stored close · as of Nov 10, 2026
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Item 15. Exhibits, Financial Statement Schedules
**ITEM 15.**EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1)Financial Statements
Our Consolidated Financial Statements are included under Part II, “Item 8. Financial Statements and Supplementary Data” of the Annual Report. For a listing of these statements and accompanying footnotes, see*“Index to Financial Statements”*on page F-1 of this Annual Report.
(a)(2)Financial Statement Schedules
All schedules have been omitted because they are either not applicable, not required or the information called for therein appears in the consolidated financial statements or notes thereto.
(a)(3)Exhibits
The exhibits listed on the Exhibit Index below are filed or incorporated by reference as part of this report, and such Exhibit Index is incorporated herein by reference.
Exhibit Index
| ExhibitNumber | | Description |
|---|---|---|
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| 2.1 | — | Agreement and Plan of Merger, dated May 5, 2019, by and among Amplify Energy Corp., Midstates Petroleum Company, Inc. and Midstates Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-35364) filed on May 6, 2019). |
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| 3.1 | — | Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc. (filed as Exhibit 3.1 to the Company’s Registration Statement on Form 8-A filed on October 21, 2016, and incorporated herein by reference). |
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| 3.2 | — | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Midstates Petroleum Company, Inc., dated August 6, 2019 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on August 6, 2019). |
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| 3.3 | — | Third Amended and Restated Bylaws of Amplify Energy Corp. (incorporated by reference to Exhibit 3.3 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 15, 2021). |
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| 4.1 | — | Description of the Company’s Capital Stock Registered Under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to Annual Report on Form 10-K (File No. 0001-35512) filed on March 5, 2020). |
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| 10.1 | — | Amplify Energy Corp. Amended and Restated Registration Rights Agreement, dated August 6, 2019, between the Company and certain holders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on August 6, 2019). |
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| 10.2 | — | Warrant Agreement between Legacy Amplify, as Issuer, and American Stock Transfer & Trust Company, LLC, as Warrant Agent, dated as of May 4, 2017 (incorporated by reference to Exhibit 10.4 of Legacy Amplify’s Current Report on Form 8-K (File No. 001-35364) filed on May 5, 2017). |
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| 10.3 | — | Credit Agreement, dated as of November 2, 2018, among Amplify Energy Operating LLC, Amplify Acquisitionco. Inc., as parent, Bank of Montreal, as administrative agent and an L/C issuer, and the other lenders and agents from time to time party thereto (incorporated by reference to Exhibit 10.2 of Quarterly Report on Form 10-Q (File No. 001-35364) filed on November 7, 2018). |
| | | |
| ExhibitNumber | | Description |
|---|---|---|
| | | |
| 10.4 | — | Letter Agreement, dated as of December 21, 2018, among Amplify Energy Operating LLC, Amplify Acquisitionco, Inc., as parent, Bank of Montreal, as administrative agent and L/C issuer, and the other lenders and agents from time to time party thereto (incorporated by reference to Exhibit 10.21 to Legacy Amplify’s Annual Report on Form 10-K (File No. 001-35364) filed on March 6, 2019). |
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| 10.5 | — | First Amendment to Credit Agreement, dated May 5, 2019, by and among Amplify Energy Operating LLC, Amplify Acquisitionco Inc., Legacy Amplify, the guarantors party thereto, lenders party thereto and Bank of Montreal, as administrative agent (incorporated by reference to Exhibit 10.1 of Legacy Amplify’s Current Report on Form 8-K (File No. 001-35364) filed on May 6, 2019). |
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| 10.6 | — | Second Amendment to Credit Agreement, dated July 16, 2019, by and among Amplify Energy Operating LLC, Amplify Acquisitionco Inc., Legacy Amplify, the guarantors party thereto, lenders party thereto and Bank of Montreal, as administrative agent (incorporated by reference to Exhibit 10.1 of Legacy Amplify’s Current Report on Form 8-K (File No. 001-35364) filed on July 17, 2019). |
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| 10.7 | — | Borrowing Base Redetermination, Commitment Increase and Joinder Agreement to Credit Agreement, dated August 6, 2019, by and among Amplify Energy Operating LLC, Amplify Acquisitionco LLC, the guarantors party thereto, the lenders party thereto and Bank of Montreal, as administrative agent (incorporated by reference to Exhibit 10.7 of Legacy Amplify’s Current Report on Form 8-K (File No. 001-35512) filed on August 6, 2019). |
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| 10.8 | — | Borrowing Base Redetermination Agreement and Third Amendment to Credit Agreement, dated June 12, 2020, by and among Amplify Energy Operating LLC, Amplify Acquisitionco, Inc., the guarantors party thereto, Bank of Montreal, as administrative agent, and the other lenders and agents from time to time party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on June 15, 2020). |
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| 10.9 | — | Borrowing Base Redetermination Agreement and Fourth Amendment to Credit Agreement, dated November 17, 2020, by and among Amplify Energy Operating LLC, Amplify Acquisitionco LLC, the guarantors party thereto, Bank of Montreal, as administrative agent, and the other lenders and agents from time to time party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on November 18, 2020). |
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| 10.10 | — | Borrowing Base Redetermination Agreement and Fifth Amendment to Credit Agreement, dated as of November 10, 2021, by and among Amplify Energy Operating LLC, Amplify Acquisitionco LLC, each of the guarantors party thereto, each of the lenders party thereto and KeyBank National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 15, 2021). |
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| 10.11 | — | Borrowing Base Redetermination Agreement and Sixth Amendment to Credit Agreement, dated June 20, 2022, by and among Amplify Energy Operating LLC, Amplify Acquisitionco LLC, each of the guarantors party thereto, each of the lenders party thereto and KeyBank National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on June 21, 2022). |
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| 10.12 | — | Borrowing Base Redetermination Agreement and Seventh Amendment to Credit Agreement, dated December 9, 2022, by and among Amplify Energy Operating LLC, Amplify Acquisitionco LLC, each of the guarantors party thereto, each of the lenders party thereto and KeyBank National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on December 13, 2022). |
| | | |
| 10.13 | — | Amended and Restated Credit Agreement dated July 31, 2023, among Amplify Energy Operating LLC, as borrower, Amplify Acquisitionco LLC, as parent, the lenders party thereto and KeyBank National Association, as administrative agent and a letter of credit issuer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on August 1, 2023). |
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| 10.14# | — | Amplify Energy Corp. Management Incentive Plan (incorporated by reference to Exhibit 99.1 of Legacy Amplify’s Registration Statement on Form S-8 (File No. 333-217674) filed on May 4, 2017). |
| ExhibitNumber | | Description |
|---|---|---|
| | | |
| | | |
| 10.15# | — | Amplify Energy Corp. Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (File No.333-257071) filed on June 14, 2023). |
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| 10.16# | — | Form of 2021 TRSU Award Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (File No.001-35512) filed on May 5, 2021). |
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| 10.17# | — | Form of 2021 PRSU Award Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.001-35512) filed on May 5, 2021). |
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| 10.18*# | | Form of 2024 TRSU Award Agreement. |
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| 10.19*# | | Form of 2024 PRSU Award Agreement. |
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| 10.20# | — | Employment Agreement, dated November 1, 2023, by and between Amplify Energy Corp., Amplify Energy Services LLC and Eric Dulany (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 6, 2023. |
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| 10.21# | — | Employment Agreement, dated November 1, 2023, by and between Amplify Energy Corp., Amplify Energy Services LLC and James Frew (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 6, 2023. |
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| 10.22# | — | Employment Agreement, dated November 1, 2023, by and between Amplify Energy Corp., Amplify Energy Services LLC and Daniel Furbee (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 6, 2023. |
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| 10.23# | — | Employment Agreement, dated November 1, 2023, by and between Amplify Energy Corp., Amplify Energy Services LLC and Tony Lopez (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 6, 2023. |
| | | |
| 10.24# | — | Employment Agreement, dated November 1, 2023, by and between Amplify Energy Corp., Amplify Energy Services LLC and Eric Willis (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 6, 2023. |
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| 10.25# | — | Employment Agreement, dated November 1, 2023, by and between Amplify Energy Corp., Amplify Energy Services LLC and Martyn Willsher (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on November 6, 2023. |
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| 10.26# | — | Transition and Separation Agreement, dated March 17, 2023, by and between Amplify Energy Corp. and Richard P. Smiley (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35512) filed on May 3, 2023. |
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| 10.27 | — | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K (File No. 001-35512) filed on August 6, 2019). |
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| 21.1* | — | List of Subsidiaries of Amplify Energy Corp. |
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| 23.1* | — | Consent of Cawley, Gillespie and Associates, Inc. |
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| 23.2* | — | Consent of Deloitte & Touche LLP |
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| 31.1* | — | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 |
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| 31.2* | — | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 |
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| ExhibitNumber | | Description |
|---|---|---|
| | | |
| 32.1* | — | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18. U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 97.1* | — | Amplify Energy Corp. Clawback Policy. |
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| 99.1* | — | Report of Cawley, Gillespie and Associates, Inc. |
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| 101.INS* | — | Inline XBRL Instance Document |
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| 101.SCH* | — | Inline XBRL Schema Document |
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| 101.CAL* | — | Inline XBRL Calculation Linkbase Document |
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| 101.DEF* | — | Inline XBRL Definition Linkbase Document |
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| 101.LAB* | — | Inline XBRL Labels Linkbase Document |
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| 101.PRE* | — | Inline XBRL Presentation Linkbase Document |
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| 104* | — | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| # | Management contract or compensatory plan or arrangement. |
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| ## | Pursuant to Item 601(b)(2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. |
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