Amplify Energy Corp. 10-Q

ITEM 5. OTHER INFORMATION. Borrowing Base Reaffirmation On November 10, 2021, the Company completed its scheduled semi-annual borrowing base redetermination process, pursuant to which the borrowing base under the Revolving Credit Facility was reaffirmed at $245.0 million; provided that, beginning on February 28, 2022, the borrowing base will be reduced by $5.0 million per month on the last calendar day of each month until the next regularly scheduled redetermination, which is expected to occur in April 2022. The foregoing description of the Borrowing Base Redetermination Agreement and Fifth Amendment to the Credit Agreement is qualified in its entirety by reference to the Borrowing Base Redetermination Agreement and Fifth Amendment to the Credit Agreement, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Amendment and Restatement of Company Bylaws On November 9, 2021, the Third Amended and Restated Bylaws of the Company (the “Third Amended and Restated Bylaws”) became effective. The Third Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures relating to stockholder requests for a special meeting; (ii) revise procedures and disclosure requirements for the nomination of directors and the submission of proposals by stockholders for consideration at meetings of stockholders; (iii) provide that, while members of the board of directors of the Company are elected by a majority of the shares present in person or represented by proxy at a meeting and entitled to vote therefor in the election of directors, in contested elections, members of the board of directors shall instead be elected by a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote therefor in the election of directors; (iv) establish procedures relating to actions taken by stockholders by written consent, including the ability of the board of directors to fix a record date for determining the stockholders entitled to consent to certain corporate actions by the Company in writing without a meeting; (v) clarify that, consistent with Section 141(c)(2) of the Delaware General Corporation Law, the board of directors has greater flexibility to delegate authority to committees of the board of directors; and (vi) make certain administrative, clarifying and conforming changes. The foregoing description of the amendments made by the Third Amended and Restated Bylaws is qualified in its entirety by reference to the Third Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.3 and is incorporated herein by reference. ​ ​ 49 Table of Contents ITEM 6. EXHIBITS. ​ Exhibit Number Description 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). ​ ​ ​ ​ ​ 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). ​ ​ ​ ​ ​ 3.3* ​ — ​ Third Amended and Restated Bylaws of Amplify Energy Corp. ​ ​ ​ ​ ​ 10.1* ​ — ​ 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 other guarantors party thereto, each of the lenders party thereto and KeyBank National Association, as administrative agent for the lenders. ​ ​ ​ ​ ​ 31.1* ​ — Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. ​ ​ ​ ​ ​ 31.2* ​ — Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934. ​ ​ ​ ​ ​ 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. ​ ​ ​ ​ ​ 101.INS* ​ — Inline XBRL Instance Document ​ ​ ​ ​ ​ 101.SCH* ​ — Inline XBRL Schema Document ​ ​ ​ ​ ​ 101.CAL* ​ — Inline XBRL Calculation Linkbase Document ​ ​ ​ ​ ​ 101.DEF* ​ — Inline XBRL Definition Linkbase Document ​ ​ ​ ​ ​ 101.LAB* ​ — Inline XBRL Labels Linkbase Document ​ ​ ​ ​ ​ 101.PRE* ​ — Inline XBRL Presentation Linkbase Document ​ ​ ​ ​ ​ 104* ​ — ​ Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed as an exhibit to this Quarterly Report on Form 10-Q. ** Furnished as an exhibit to this Quarterly Report on Form 10-Q. # Management contract or compensatory plan or arrangement. † Certain schedules and similar attachments have been omitted. We agree to furnish supplementally a copy of any omitted schedule or attachment to the SEC upon its request. ​ 50 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ​ ​ Amplify Energy Corp. ​ (Registrant) ​ ​ ​ ​ Date: November 15, 2021 By: /s/ Jason McGlynn ​ ​ Name: Jason McGlynn ​ ​ Title: Senior Vice President and Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ Date: November 15, 2021 By: /s/ Eric Dulany ​ ​ Name: Eric Dulany ​ ​ Title: Vice President and Chief Accounting Officer ​ ​ ​ ​ ​ 51