Second Amendment to Credit Agreement Among Legacy Reserves LP as Borrower, BNP Paribas, as Administrative Agent, and The Lenders Signatory Hereto Effective as of May 3, 2007
exhibit
10.1
Execution Version
Execution Version
Second
Amendment
to
Among
Legacy
Reserves LP
as
Borrower,
BNP
Paribas,
as
Administrative Agent,
and
The
Lenders Signatory Hereto
Effective
as of May 3, 2007
3240808v.1
Second
Amendment to Credit Agreement
This
Second Amendment to Credit Agreement (this “Second Amendment”) executed
effective as of the 3rd day of May, 2007 (the “Second Amendment Effective
Date”) is among Legacy Reserves LP, a limited partnership formed under the
laws of the State of Delaware (the “Borrower”); each of the undersigned
guarantors (the “Guarantors”, and together with the Borrower, the
“Obligors”); each of the Lenders that is a signatory hereto; and BNP
Paribas, as administrative agent for the Lenders (in such capacity, together
with its successors, the “Administrative Agent”).
Recitals
A. The
Borrower, the Administrative Agent and the Lenders are parties to that certain
Credit Agreement dated as of March 15, 2006 (as amended to date, the “Credit
Agreement”), pursuant to which the Lenders have made certain credit
available to and on behalf of the Borrower.
B. The
Borrower has requested and the Administrative Agent and the Lenders have
agreed
to amend certain provisions of the Credit Agreement.
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 Second Amendment, shall have
the
meaning ascribed to such term in the Credit Agreement. Unless
otherwise indicated, all section references in this Second Amendment refer
to
the Credit Agreement.
Section
2. Amendments
to Credit Agreement.
2.1 Definitions. Section
1.02 is hereby amended by amending and restating the following definition
of
“Agreement” as follows:
“
‘Agreement’ means this Credit Agreement, as amended by that certain First
Amendment to Credit Agreement, dated as of July 7, 2006 and the Second Amendment
to Credit Agreement, dated as of May 3, 2007, and as the same may from time
to
time be further amended, modified, supplemented or restated.”
2.2 Annex
I. Annex I is hereby amended and restated in its entirety with
the Annex I attached hereto.
Section
3. Assignment
to New Lender; Borrowing Base.
3.1 New
Lender. For
an agreed consideration, each of the Administrative Agent and
3240808v.1
Second
Amendment-2
the
Lenders party to the original Credit Agreement hereby irrevocably sells
and
assigns to Wachovia Bank, National Association (the “New Lender”), and
the New Lender, by its signature hereto, hereby irrevocably purchases and
assumes from the Administrative Agent and the other Lenders, subject to
and in
accordance with the Credit Agreement, as of the Second Amendment Effective
Date
(i) the Administrative Agent’s and the other Lenders’ rights and obligations in
their capacities as Lenders under the Credit Agreement and any other documents
or instruments delivered pursuant thereto to the extent related to the
amount
and percentage interest identified on the attached Annex I, of such
outstanding rights and obligations of the Administrative Agent and the
other
Lenders under the Credit Agreement and (ii) to the extent permitted to
be
assigned under applicable law, all claims, suits, causes of action and
any other
right of the Administrative Agent and the other Lenders against any Person,
whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto
or the
loan transactions governed thereby or in any way based on or related to
any of
the foregoing, including contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the
rights
and obligations sold and assigned pursuant to clause (i)
above.
3.2 Borrowing
Base. For the period from and including the Second Amendment
Effective Date to but excluding the next Redetermination Date, the amount
of the
Borrowing Base shall be equal to $150,000,000. Notwithstanding the
foregoing, the Borrowing Base may be subject to further adjustments from
time to
time pursuant to Section 8.13(c) or Section 9.12(d).
Section
4. Conditions
Precedent. The effectiveness of this Second Amendment is subject
to the receipt by the Administrative Agent of the following documents and
satisfaction of the other conditions provided in this Section 4, each of
which shall be reasonably satisfactory to the Administrative Agent in form
and
substance:
4.1 Second
Amendment. The Administrative Agent shall have received multiple
counterparts as requested of this Second Amendment from each
Lender.
4.2 Notes. The
Administrative Agent shall have received a Note payable to the order of each
Lender in the amount of such Lender’s Commitment after giving effect to the
assignment pursuant to Section 3, duly executed and delivered by Borrower,
to be
dated as of the Second Amendment Effective Date.
4.3 No
Default. No Default or Event of Default shall have occurred and
be continuing as of the Second Amendment Effective Date.
Section
5. Representations
and Warranties; Etc. Each Obligor hereby affirms: (a)
that as of the date of execution and delivery of this Second Amendment, all
of
the representations and warranties contained in each Loan Document to which
such
Obligor is a party are true and correct in all material respects as though
made
on and as of the Second Amendment Effective Date (unless made as of a specific
earlier date, in which case, was true as of such date); and (b) that after
giving effect to this Second Amendment and to the transactions
3240808v.1
Second
Amendment-3
contemplated
hereby, no Defaults exist under the Loan Documents or will exist under
the Loan
Documents.
Section
6. Miscellaneous.
6.1 Confirmation. The
provisions of the Credit Agreement (as amended by this Second Amendment)
shall
remain in full force and effect in accordance with its terms following the
effectiveness of this Second Amendment.
6.2 Ratification
and Affirmation of Obligors. Each of the Obligors hereby
expressly (i) acknowledges the terms of this Second Amendment, (ii) ratifies
and
affirms its obligations under the Guaranty Agreement and the other Security
Instruments to which it is a party, (iii) acknowledges, renews and extends
its
continued liability under the Guaranty Agreement and the other Security
Instruments to which it is a party and agrees that its guarantee under the
Guaranty Agreement and the other Security Instruments to which it is a party
remains in full force and effect with respect to the Indebtedness as amended
hereby.
6.3 Counterparts. This
Second 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.
6.4 No
Oral Agreement. This written Second 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 subsequent oral agreements between the
parties.
6.5 Governing
Law. This Second 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 Texas.
IN
WITNESS WHEREOF, the parties hereto have caused this Second Amendment to
be duly
executed effective as of the date first written above.
3240808v.1
Second
Amendment-4
| BORROWER: |
LEGACY
RESERVES LP
By: Legacy Reserves GP, LLC, its
general partner
|
||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
|
President,
Chief Financial Officer
and Secretary
|
|||
| GUARANTORS: |
LEGACY
RESERVES OPERATING LP
By: Legacy Reserves Operating GP
LLC, its general partner
|
||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
|
President,
Chief Financial Officer
and Secretary
|
|||
| LEGACY RESERVES OPERATING GP LLC | |||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
|
President,
Chief Financial Officer
and Secretary
|
|||
3240808v.1
Second
Amendment-5
|
|
LEGACY RESERVES SERVICES, INC. | ||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||
|
President,
Chief Financial Officer
and Secretary
|
|||
3240808v.1
Second
Amendment-6
| ADMINISTRATIVE AGENT: |
BNP
PARIBAS
as Administrative Agent and Lender
|
||
|
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇ | |||
| Vice President | |||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇ | |||
| Vice President | |||
3240808v.1
Second
Amendment-7
| LENDERS: | BANK OF AMERICA N.A. | ||
|
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
| Managing Director | |||
3240808v.1
Second
Amendment-8
| COMERICA BANK | |||
|
|
By:
|
/s/ ▇▇▇▇▇▇▇ ▇. Purchase | |
| ▇▇▇▇▇▇▇ ▇. Purchase | |||
| Vice President | |||
3240808v.1
Second
Amendment-9
| KEYBANK N.A. | |||
|
|
By:
|
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇▇▇ ▇▇▇▇▇ | |||
| Senior Vice President | |||
3240808v.1
Second
Amendment-10
| NEW LENDER: | WACHOVIA BANK, NATIONAL ASSOCIATION | ||
|
Date
|
By:
|
/s/ ▇▇▇ ▇▇▇▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇▇▇▇ | |||
| Vice President | |||
3240808v.1
Second
Amendment-11
ANNEX
I
LIST
OF MAXIMUM CREDIT AMOUNTS
Aggregate
Maximum Credit Amounts
|
Name
of Lender
|
Applicable
Percentage
|
Maximum
Credit Amount
|
|
BNP
Paribas
|
30.00%
|
$90,000,000.00
|
|
Bank
of America N.A.
|
26.67%
|
$80,000,000.00
|
|
Comerica
Bank
|
15.00%
|
$45,000,000.00
|
|
KeyBank
N.A.
|
15.00%
|
$45,000,000.00
|
|
Wachovia
Bank, National Association
|
13.33%
|
$40,000,000.00
|
|
TOTAL
|
100%
|
$300,000,000.00
|
3240808v.1
Second
Amendment-12