Standard Contracts
Exhibit 1.1 LEGACY RESERVES LP 6,000,000 Units FORM OF UNDERWRITING AGREEMENT Dated: ________, 2007 TABLE OF CONTENTSUnderwriting Agreement • December 29th, 2006 • Legacy Reserves L P • Crude petroleum & natural gas • New York
BETWEENPurchase and Sale Agreement • October 5th, 2006 • Legacy Reserves L P • Crude petroleum & natural gas • Texas
DATED AS OF MARCH 15, 2006 AMONG LEGACY RESERVES LP, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, ANDCredit Agreement • May 12th, 2006 • Legacy Reserves L P • Texas
JUNE 29, 2006Registration Rights Agreement • September 5th, 2006 • Legacy Reserves L P • Crude petroleum & natural gas • Texas
EXHIBIT 3.4 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 12th, 2006 • Legacy Reserves L P • Delaware
THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 1, 2014 AMONG LEGACY RESERVES LP, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, COMPASS BANK, as Syndication Agent, UBS SECURITIES LLC and as...Credit Agreement • April 2nd, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas
OMNIBUS AGREEMENTOmnibus Agreement • May 12th, 2006 • Legacy Reserves L P
Exhibit 10.11 EMPLOYMENT AGREEMENT The parties to this Employment Agreement (this "Agreement") are LEGACY RESERVES SERVICES, INC., a Texas corporation (the "Employer") and KYLE A. MCGRAW (the "Employee"). The parties desire to provide for the...Employment Agreement • May 12th, 2006 • Legacy Reserves L P • Texas
REGISTRATION RIGHTS AGREEMENT by and among Legacy Reserves LP, Legacy Reserves Finance Corporation, the Guarantors party hereto, and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, UBS...Registration Rights Agreement • May 13th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 13, 2014, by and among Legacy Reserves LP, a Delaware limited partnership (the “Company”), Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Company, the “Issuers”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, UBS Securities LLC, Citigroup Global Markets Inc., Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the initial purchasers listed on Schedule A to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Issuers’ 6.625% Senior Notes due 2021 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The In
6.625% SENIOR NOTES DUE 2021Indenture • May 31st, 2013 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
This Indenture, dated as of May 28, 2013, is among Legacy Reserves LP, a Delaware limited partnership (the “Company”), Legacy Reserves Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), the guarantors party hereto (each, a “Guarantor” and, collectively, the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”).
WITNESSETH:Registration Rights Agreement • May 12th, 2006 • Legacy Reserves L P • New York
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LPLimited Partnership Agreement • June 17th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP dated as of June 17, 2014, is entered into by and among Legacy Reserves GP, LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
PURCHASE AND SALE AGREEMENT BETWEEN ST. MARY LAND & EXPLORATION COMPANY AS SELLER AND LEGACY RESERVES OPERATING LP AS BUYER Dated:Purchase and Sale Agreement • February 23rd, 2010 • Legacy Reserves Lp • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 17th day of December, 2009, by and between ST. MARY LAND & EXPLORATION COMPANY, a Delaware corporation (“Seller”), and LEGACY RESERVES OPERATING LP, a Delaware limited partnership (“Buyer”). Buyer and Seller are collectively referred to herein as the “Parties”, and are sometimes referred to individually as a “Party.”
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LPAgreement of Limited Partnership • April 17th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP dated as of April 17, 2014, is entered into by and among Legacy Reserves GP, LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Exhibit 10.7 LEGACY RESERVES LP LONG-TERM INCENTIVE PLAN GRANT OF UNIT OPTION Grantee______________________________________________ Grant Date____________________________________, 200__ 1. GRANT OF OPTION. Legacy Reserves LP (the "Partnership") hereby...Long-Term Incentive Plan • September 5th, 2006 • Legacy Reserves L P • Crude petroleum & natural gas • Texas
LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION, LEGACY RESERVES GP, LLC, LEGACY RESERVES INC., and THE GUARANTORS PARTY HERETO SECOND SUPPLEMENTAL INDENTURE DATED AS OF APRIL 2, 2018, WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeSecond Supplemental Indenture • April 2nd, 2018 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
This SECOND SUPPLEMENTAL INDENTURE (the “Supplemental Indenture”), dated as of April 2, 2018, is among Legacy Reserves LP, a Delaware limited partnership (the “Company”), Legacy Reserves Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Guarantors” on the signature page hereto and Wilmington Trust, National Association (as successor to Wells Fargo Bank, National Association), a national banking association, as trustee (the “Trustee”), Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”) and Legacy Reserves Inc., a Delaware corporation (the “Parent” and, together with the General Partner, the “Parent Guarantors” and, together with the other subsidiaries of the Parent identified on the signature pages hereto, the “Guarantors”).
FIRST AMENDMENTCredit Agreement • September 5th, 2006 • Legacy Reserves L P • Crude petroleum & natural gas • Texas
SECTION 409A COMPLIANCE AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 31st, 2008 • Legacy Reserves Lp • Crude petroleum & natural gas
WHEREAS, Legacy Reserves Services, Inc. (the “Employer”), William M. Morris (the “Employee”) and Legacy Reserves GP, LLC (the “Company”) entered into that certain Employment Agreement (the “Agreement”); and
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 27, 2009 AMONG LEGACY RESERVES LP, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, WACHOVIA BANK, N.A., AS SYNDICATION AGENT, COMPASS BANK, AS DOCUMENTATION AGENT, AND THE LENDERS PARTY HERETO...Credit Agreement • April 1st, 2009 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas
This AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 27, 2009, is among Legacy Reserves LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; BNP PARIBAS (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), Wachovia Bank, N.A., as syndication agent (the “Syndication Agent”), and Compass Bank as document agent (the “Document Agent”).
LEGACY RESERVES LP 10,000,000 Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • October 8th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2015 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas
The parties to this Employment Agreement (this “Agreement”) are Legacy Reserves Services, Inc., a Texas corporation (the “Employer”), Kyle M. Hammond (the “Employee”). The parties desire to provide for the employment of the Employee as Executive Vice President and Chief Operating Officer of Legacy Reserves GP, LLC, a Delaware limited liability company (the “Company”) on the terms set forth herein effective as of March 1, 2015 (the “Effective Date”). Legacy Reserves LP (“Legacy”), a Delaware limited partnership, is joining in this Agreement for the limited purposes of reflecting its agreement to the matters set forth herein as to it, but such joinder is not intended to make Legacy the employer of the Employee for any purpose.
PURCHASE AGREEMENTPurchase Agreement • May 13th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
March 6, 2006 Friedman, Billings, Ramsey & Co., Inc. 600 Travis Street Suite 6070 Houston, Texas 77002 Ladies and Gentlemen: Legacy Reserves LP, a Delaware limited partnership (the "PARTNERSHIP"), proposes to issue and sell to you, Friedman, Billings,...Purchase/Placement Agreement • May 12th, 2006 • Legacy Reserves L P • Virginia
SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 10, 2011 AMONG LEGACY RESERVES LP, AS BORROWER, BNP PARIBAS, AS ADMINISTRATIVE AGENT, WELLS FARGO BANK, N.A., AS SYNDICATION AGENT, COMPASS BANK, AS DOCUMENTATION AGENT, AND THE LENDERS...Credit Agreement • March 17th, 2011 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 10, 2011, is among Legacy Reserves LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; BNP PARIBAS (in its individual capacity, “BNP Paribas”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”), Wells Fargo Bank, N.A., as syndication agent (the “Syndication Agent”), and Compass Bank as document agent (the “Document Agent”).
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP as amended by Amendment No. 1 thereto, dated May 10, 2016Limited Partnership Agreement • August 3rd, 2016 • Legacy Reserves Lp • Crude petroleum & natural gas • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP dated as of June 17, 2014, is entered into by and among Legacy Reserves GP, LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
PURCHASE AND SALE AGREEMENT AMONG COG OPERATING LLC AND CONCHO OIL & GAS LLCPurchase and Sale Agreement • February 27th, 2013 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas
This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 5th day of November, 2012, by and among COG OPERATING LLC, a Delaware limited liability company (“COG”), CONCHO OIL & GAS LLC, a Texas limited liability company (“Concho LLC”, together with COG, “Seller”), and LEGACY RESERVES OPERATING LP, a Delaware limited partnership (“Buyer”). Buyer and Seller are collectively referred to as the “Parties” and individually as a “Party.”
Exhibit 10.10 EMPLOYMENT AGREEMENT The parties to this Employment Agreement (this "Agreement") are LEGACY RESERVES SERVICES, INC., a Texas corporation (the "Employer") and STEVEN H. PRUETT (the "Employee"). The parties desire to provide for the...Employment Agreement • May 12th, 2006 • Legacy Reserves L P • Texas
EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONGCredit Agreement • October 28th, 2016 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas
This EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Eighth Amendment”) dated as of October 25, 2016, among LEGACY RESERVES LP, a limited partnership duly 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”); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”); and the Lenders signatory hereto.
TERM LOAN CREDIT AGREEMENT Dated as of October 25, 2016 among LEGACY RESERVES LP, as Borrower, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent, and THE LENDERS PARTY HERETOTerm Loan Credit Agreement • October 28th, 2016 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
This TERM LOAN CREDIT AGREEMENT dated as of October 25, 2016, is among Legacy Reserves LP, a limited partnership duly formed and existing under the laws of the State of Delaware (the “Borrower”); each of the Lenders from time to time party hereto; Cortland Capital Market Services LLC, a Delaware limited liability company (in its individual capacity, “Cortland”), as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 5th, 2018 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into this 31st day of December, 2017, by and among Legacy Reserves LP, a Delaware limited partnership (the “Company”), and Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership, Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership, Fir Tree Capital Opportunity Master Fund III, L.P., a Cayman Islands exempted limited partnership, FT SOF IV Holdings, LLC, a Delaware limited liability company, FT SOF V Holdings, LLC, a Delaware limited liability company, and FT SOF VII Holdings, LLC, a Delaware limited liability company (collectively, the “Sellers” and individually, a “Seller”).
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LPLimited Partnership Agreement • April 10th, 2017 • Legacy Reserves Lp • Crude petroleum & natural gas • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP dated as of April 10, 2017, is entered into by and among Legacy Reserves GP, LLC, a Delaware limited liability company, as the General Partner, and any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • March 26th, 2018 • Legacy Reserves Lp • Crude petroleum & natural gas
This FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Fourth Amendment”) dated as of March 23, 2018, among LEGACY RESERVES LP, a limited partnership duly 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”), CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), the Lenders under the Term Loan Credit Agreement (the “Lenders”).
THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • January 5th, 2018 • Legacy Reserves Lp • Crude petroleum & natural gas
This THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Third Amendment”) dated as of December 31, 2017, among LEGACY RESERVES LP, a limited partnership duly 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”), CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the “Administrative Agent”), the Lenders under the Credit Agreement (the “Existing Lenders”) and each other lender joining the Credit Agreement as a “Lender” pursuant to this Third Amendment as of the date hereof (such Persons, the “Incremental Lenders,” and together with the Existing Lenders, the “Lenders”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2015 • Legacy Reserves Lp • Crude petroleum & natural gas
WHEREAS, Legacy Reserves Services, Inc. (the “Employer”), Kyle A. McGraw (the “Employee”) and Legacy Reserves GP, LLC (the “Company”) entered into that certain Employment Agreement, effective as of March 15, 2006, as amended (the “Agreement”); and
STANDSTILL AND VOTING AGREEMENTStandstill and Voting Agreement • February 23rd, 2018 • Legacy Reserves Lp • Crude petroleum & natural gas • New York
This STANDSTILL AND VOTING AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2017 (the “Effective Date”), by and among Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), Legacy Reserves LP, a Delaware limited partnership (the “Partnership” and, together with the General Partner, the “Legacy Entities”), and Fir Tree Capital Management LP, a Delaware limited partnership (f/k/a Fir Tree Inc.), (“Fir Tree”), Fir Tree Value Master Fund, L.P., a Cayman Islands exempted limited partnership, Fir Tree Capital Opportunity Master Fund, L.P., a Cayman Islands exempted limited partnership, Fir Tree Capital Opportunity Master Fund III, L.P., a Cayman Islands exempted limited partnership, FT SOF IV Holdings, LLC, a Delaware limited liability company, FT SOF V Holdings, LLC, a Delaware limited liability company, FT SOF VII Holdings, LLC, a Delaware limited liability company, and Fir Tree E&P Holdings XI, LLC, a Delaware limited liability compa
