business strategy

Exhibit 10.2

AMENDMENT NO. 1

     This AMENDMENT NO. 1 (“Agreement”) dated as of September 2, 2010 (“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 (the “Credit Agreement”) among the Borrower, the lenders party thereto from time to time (the “Lenders”), the Administrative Agent, and the Issuing Lender.

     B. The parties hereto wish to, subject to the terms and conditions of this Agreement, amend 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. Amendments to Credit Agreement.

          (a) The definition for “Additional Subordinated Debt” found in Section 1.01 (Certain Defined Terms) of the Credit Agreement is hereby amended by (i) replacing the following amount “$500,000,000” found in clause (a)(v) therein with the following amount: “$300,000,000” and (ii) adding the following phrase to the end of clause (a)(vii) therein: “...other than mandatory prepayments triggered upon change in control or specified asset sales which triggers are customary with respect to such type of Debt...”

          (b) Clause (j) of Section 6.02 (Debts, Guaranties, and Other Obligations) of the Credit Agreement is hereby amended by replacing the following amount “$300,000,000” found therein with the following amount: “$400,000,000”.

          (c) Section 6.05 (Restricted Payments) of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately before clause (e), (ii) replacing the period at the end of Section 6.05 with “, and”, and (iii) adding the following new clause (f) to the end thereof:

(f) the Borrower may make cash Restricted Payments in respect of its Class B Units in an aggregate amount not to exceed $50,000,000 so long as (i) such Restricted Payments are made with the proceeds of Senior Unsecured Notes and (ii) at least $250,000,000 of Senior Unsecured Notes are issued by the Borrower on or prior to November 1, 2010.

     Section 3. Intercreditor Agreement. Each of the parties hereto acknowledge that, as contemplated in Section 6.02(j) the Credit Agreement, the Borrower is required to apply the Debt Incurrence Proceeds of Senior Unsecured Notes to repay in full the Subordinated Debt. Therefore, notwithstanding anything in the Subordination and Intercreditor Agreement to the contrary, Lenders hereby consent to (a) such repayment in full of the Subordinated Debt with such Debt Incurrence Proceeds, and (b) the termination of the Subordination and Intercreditor Agreement upon the payment in full of the Subordinated Debt and termination of the Subordinated Credit Agreement.

     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 as 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 Borrower’s 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 the Required 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 all reasonable fees and expenses of the Administrative Agent’s outside legal counsel and other consultants pursuant to all invoices presented for payment on or prior to the Effective Date.

     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.

          (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.

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     EXECUTED effective as of the date first above written.

BORROWER:		ALTA MESA HOLDINGS, LP By: Alta Mesa Holdings GP, LLC        its general partner

GUARANTORS:		ALTA MESA GP, LLC ARI DEVELOPMENT, LLC ALTA MESA ACQUISITION SUB, LLC CAIRN ENERGY USA, LLC HILLTOP ACQUISITION 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

		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

Signature Page to Amendment No. 1
(Alta Mesa Holding, LP)

Signature Page to Amendment No. 1
(Alta Mesa Holding, LP)

ADMINISTRATIVE AGENT/
ISSUING LENDER/
LENDER:

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(Alta Mesa Holding, LP)

LENDER:		UNION BANK, N.A.

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(Alta Mesa Holding, LP)

LENDER:		TORONTO DOMINION (NEW YORK) LLC

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(Alta Mesa Holding, LP)

LENDER:		ING CAPITAL LLC

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(Alta Mesa Holding, LP)

LENDER:		CITIBANK, N.A.

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(Alta Mesa Holding, LP)

LENDER:		COMPASS BANK (as successor in interest to Guaranty Bank)

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(Alta Mesa Holding, LP)

LENDER:		CAPITAL ONE, N.A.

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(Alta Mesa Holding, LP)

LENDER:		BANK OF TEXAS, NA

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(Alta Mesa Holding, LP)

LENDER:		AMEGY BANK NATIONAL ASSOCIATION

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(Alta Mesa Holding, LP)

LENDER:		TEXAS CAPITAL BANK, N.A.

Signature Page to Amendment No. 1
(Alta Mesa Holding, LP)