General Partner Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, no claim arising against the Borrower under any Loan Document shall be asserted against Legacy Reserves GP, LLC (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLC) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against Legacy Reserves GP, LLC or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against Legacy Reserves GP, LLC (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLC) individually or its assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this Section 12.19, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon Legacy Reserves GP, LLC for the purpose of (i) obtaining jurisdiction over the Borrower; or (ii) obtaining judgment, order or execution against Legacy Reserves GP, LLC arising out of any fraud or intentional misrepresentation by Legacy Reserves GP, LLC in connection with the Loan Documents or of recovery of moneys received by Legacy Reserves GP, LLC in violation of the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Legacy Reserves Lp)
General Partner Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, no claim arising against the Borrower or the Parent under any Loan Document shall be asserted against Legacy Reserves GP, LLC the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLCthe General Partner or EV Management) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against Legacy Reserves GP, LLC the General Partner or its EV Management or their respective assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against Legacy Reserves GP, LLC the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLCthe General Partner or EV Management) individually or its respective assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this Section 12.1912.17, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon Legacy Reserves GP, LLC the General Partner or EV Management for the purpose of (i) obtaining jurisdiction over the Borrower; Borrower or the Parent or (ii) obtaining judgment, order or execution against Legacy Reserves GP, LLC the General Partner or EV Management arising out of any fraud or intentional misrepresentation by Legacy Reserves GP, LLC the General Partner or EV Management in connection with the Loan Documents or of recovery of moneys received by Legacy Reserves GP, LLC the General Partner or EV Management in violation of the terms of this Agreement.
Appears in 2 contracts
Samples: Credit Agreement (EV Energy Partners, LP), Credit Agreement (EV Energy Partners, LP)
General Partner Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, no claim arising against the Borrower or the Parent under any Loan Document shall be asserted against Legacy Reserves GP, LLC the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLCthe General Partner or EV Management) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against Legacy Reserves GP, LLC the General Partner or its EV Management or their respective assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against Legacy Reserves GP, LLC the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLCthe General Partner or EV Management) individually or its respective assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this Section 12.1912.17, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon Legacy Reserves GP, LLC the General Partner or EV Management for the purpose of (i) obtaining jurisdiction over the Borrower; Borrower or the Parent or (ii) obtaining judgment, order or execution against Legacy Reserves GP, LLC the General Partner or EV Management arising out of any fraud or intentional misrepresentation by Legacy Reserves GP, LLC the General Partner or EV Management in connection with the Loan Documents or of recovery of moneys received by Legacy Reserves GP, LLC the General Partner or EV Management in violation of the terms of this Agreement. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. BORROWER: EV PROPERTIES, L.P. By: EV Properties GP, LLC, its general partner By: EV Energy Partners, L.P., its sole member By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By: /s/ Xxxxxxx X. Xxxxxx -------------------------------------------- Xxxxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer PARENT: EV ENERGY PARTNERS, L.P. By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By: /s/ Xxxxxxx X. Xxxxxx -------------------------------------------- Xxxxxxx X. Xxxxxx Senior Vice President and Chief Financial Officer ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: _______________________________________ Name: Title: SIGNATURE PAGE CREDIT AGREEMENT CO-SYNDICATION AGENT: BNP PARIBAS, as Co-Syndication Agent By: _______________________________________ Name: Title: By: _______________________________________ Name: Title: SIGNATURE PAGE CREDIT AGREEMENT CO-SYNDICATION AGENT: WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent By: _______________________________________ Name: Title: SIGNATURE PAGE CREDIT AGREEMENT CO-DOCUMENTATION AGENT: COMPASS BANK, as Co-Documentation Agent By: _______________________________________ Name: Title: SIGNATURE PAGE CREDIT AGREEMENT CO-DOCUMENTATION AGENT: UNION BANK OF CALIFORNIA, N.A., as Co-Documentation Agent By: _______________________________________ Name: Title: SIGNATURE PAGE CREDIT AGREEMENT LENDERS: JPMORGAN CHASE BANK, N.A., as a Lender By: _______________________________________ Name: Title: BNP PARIBAS, as a Lender By: _______________________________________ Name: Title: By: _______________________________________ Name: Title: WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender By: _______________________________________ Name: Title: COMPASS BANK, as a Lender By: _______________________________________ Name: Title: SIGNATURE PAGE CREDIT AGREEMENT UNION BANK OF CALIFORNIA, N.A., as a Lender By: _______________________________________ Name: Title: SIGNATURE PAGE CREDIT AGREEMENT ANNEX I LIST OF MAXIMUM CREDIT AMOUNTS AGGREGATE MAXIMUM CREDIT AMOUNTS NAME OF LENDER APPLICABLE PERCENTAGE MAXIMUM CREDIT AMOUNT ------------------------------------ --------------------- --------------------- JPMorgan Chase Bank, N.A. 20% $ 30,000,000.00 BNP Paribas 20% $ 30,000,000.00 Wachovia Bank, National Association 20% $ 30,000,000.00 Compass Bank 20% $ 30,000,000.00 Union Bank of California, N.A. 20% $ 30,000,000.00 TOTAL 100% $ 150,000,000.00 ANNEX 1-1 CREDIT AGREEMENT EXHIBIT A [FORM OF] NOTE $[ ] [ ],200[ ] FOR VALUE RECEIVED, EV Properties, L.P., a Delaware limited partnership (the "Borrower"), hereby promises to pay to the order of [ ] (the "Lender"), at the principal office of JPMorgan Chase Bank, N.A., as administrative agent (the "Administrative Agent"), the principal sum of [ ] Dollars ($[ ]) (or such lesser amount as shall equal the aggregate unpaid principal amount of the Loans made by the Lender to the Borrower under the Credit Agreement, as hereinafter defined), in lawful money of the United States of America and in immediately available funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount of each such Loan, at such office, in like money and funds, for the period commencing on the date of such Loan until such Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit Agreement. The date, amount, Type, interest rate, Interest Period and maturity of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of this Note, may be endorsed by the Lender on the schedules attached hereto or any continuation thereof or on any separate record maintained by the Lender. Failure to make any such notation or to attach a schedule shall not affect any Lender's or the Borrower's rights or obligations in respect of such Loans or affect the validity of such transfer by any Lender of this Note. This Note is one of the Notes referred to in the Credit Agreement dated as of September 29, 2006 among the Borrower, the Administrative Agent, and the other agents and lenders signatory thereto (including the Lender), and evidences Loans made by the Lender thereunder (such Credit Agreement as the same may be amended, supplemented or restated from time to time, the "Credit Agreement"). Capitalized terms used in this Note have the respective meanings assigned to them in the Credit Agreement. This Note is issued pursuant to, and is subject to the terms and conditions set forth in, the Credit Agreement and is entitled to the benefits provided for in the Credit Agreement and the other Loan Documents. The Credit Agreement provides for the acceleration of the maturity of this Note upon the occurrence of certain events, for prepayments of Loans upon the terms and conditions specified therein and other provisions relevant to this Note. EXHIBIT A CREDIT AGREEMENT THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. BORROWER: EV PROPERTIES, L.P. By: EV Properties GP, LLC, its general partner By: EV Energy Partners, L.P., its sole member By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By:_______________________________________ Name: Title: EXHIBIT A CREDIT AGREEMENT EXHIBIT B [FORM OF] COMPLIANCE CERTIFICATE Each of the undersigned hereby certifies that he/she is the [ ] of EV Energy Partners, L.P., a Delaware limited liability company (the "Parent"), general partner of EV Properties, L.P., a Delaware limited partnership (the "Borrower"), and that as such he/she is authorized to execute this certificate on behalf of the Borrower and the Parent. With reference to the Credit Agreement dated as of September 29, 2006 (together with all amendments, supplements or restatements thereto being the "Agreement") among the Borrower, Parent, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents and lenders (the "Lenders") which are or become a party thereto, and such Lenders, each of the undersigned represents and warrants as follows (each capitalized term used herein having the same meaning given to it in the Agreement unless otherwise specified):
(a) The representations and warranties of the Parent and the Borrower contained in Article VII of the Agreement and in the Loan Documents and otherwise made in writing by or on behalf of the Parent, the Borrower or any other Guarantor pursuant to the Agreement and the Loan Documents were true and correct when made, and are repeated at and as of the time of delivery hereof and are true and correct in all material respects at and as of the time of delivery hereof, except to the extent such representations and warranties are expressly limited to an earlier date or the Required Lenders have expressly consented in writing to the contrary.
(b) The Parent and the Borrower have performed and complied with all agreements and conditions contained in the Agreement and in the Loan Documents required to be performed or complied with by them prior to or at the time of delivery hereof [or specify default and describe].
(c) Since June 30, 2006, no change has occurred, either in any case or in the aggregate, in the condition, financial or otherwise, of the Parent, the Borrower or any of their Subsidiaries that could reasonably be expected to have a Material Adverse Effect [or specify event].
(d) There exists no Default or Event of Default [or specify Default and describe].
(e) Attached hereto are the detailed computations necessary to determine whether the Parent is in compliance with Section 9.01 and Section 8.14 as of the end of the fiscal quarter ending [ ]. EXHIBIT B CREDIT AGREEMENT EXECUTED AND DELIVERED this [ ] day of [ ]. BORROWER: EV PROPERTIES, L.P. By: EV Properties GP, LLC, its general partner By: EV Energy Partners, L.P., its sole member By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By:_______________________________________ Name: Title: PARENT: EV ENERGY PARTNERS, L.P. By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By:_______________________________________ Name: Title: EXHIBIT B CREDIT AGREEMENT EXHIBIT C-1 SECURITY INSTRUMENTS
1) Guarantee and Collateral Agreement among the Parent, the other Obligors and JPMorgan Chase Bank, N.A..
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General Partner Liability. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, no claim arising against the Borrower or the Parent under any Loan Document shall be asserted against Legacy Reserves GP, LLC the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLCthe General Partner or EV Management) and no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan Documents shall be obtained or enforced against Legacy Reserves GP, LLC the General Partner or its EV Management or their respective assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against Legacy Reserves GP, LLC the General Partner or EV Management (or any member, manager, officer, director, partner, employee, or agent of Legacy Reserves GP, LLCthe General Partner or EV Management) individually or its respective assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this Section 12.1912.17, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon Legacy Reserves GP, LLC the General Partner or EV Management for the purpose of (i) obtaining jurisdiction over the Borrower; Borrower or the Parent or (ii) obtaining judgment, order or execution against Legacy Reserves GP, LLC the General Partner or EV Management arising out of any fraud or intentional misrepresentation by Legacy Reserves GP, LLC the General Partner or EV Management in connection with the Loan Documents or of recovery of moneys received by Legacy Reserves GP, LLC the General Partner or EV Management in violation of the terms of this Agreement.. The parties hereto have caused this Agreement to be duly executed as of the day and year first above written. By: EV Properties GP, LLC, its general partner By: EV Energy Partners, L.P., its sole member By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By: Name: Title: By: EV Energy GP, L.P., its general partner By: EV Management, L.L.C., its general partner By: Name: Title: Signature Page Credit Agreement ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: Name: Title: Signature Page Credit Agreement CO-SYNDICATION AGENT: BNP PARIBAS, as Co-Syndication Agent By: Name: Title: By: Name: Title: Signature Page Credit Agreement CO-SYNDICATION AGENT: WACHOVIA BANK, N.A., as Co-Syndication Agent By: Name: Title: Signature Page Credit Agreement CO-DOCUMENTATION AGENT: COMPASS BANK, as Co-Documentation Agent By: Name: Title: Signature Page Credit Agreement CO-DOCUMENTATION AGENT: UNION BANK OF CALIFORNIA, N.A., as Co-Documentation Agent By: Name: Title: Signature Page Credit Agreement
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