Exhibit 10.14
FIRST AMENDMENT
TO
CREDIT AGREEMENT
Among
LEGACY RESERVES LP
as Borrower,
BNP PARIBAS,
as Administrative Agent,
and
The Lenders Signatory Hereto
Effective as of July 7, 2006
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") executed
effective as of the 7th day of July, 2006 (the "First 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 (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 First Amendment, shall have
the meaning ascribed to such term in the Credit Agreement. Unless otherwise
indicated, all section references in this First 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 June [__], 2006, and as
the same may from time to time be further amended, modified, supplemented
or restated."
2.2 Reserve Reports. Section 8.12(a) is hereby amended and restated as
follows:
"(a) On or before March 1st and September 1st of each year, commencing
September 1, 2006, the Borrower shall furnish to the Administrative Agent
and the Lenders a Reserve Report as of the immediately preceding December
31 or June 30, as applicable. The Reserve Report as of December 31 of each
year shall be prepared by one or more independent petroleum engineers
reasonably acceptable to the Administrative Agent and the June 30 Reserve
Report of each
First Amendment- 2
year shall be prepared by or under the supervision of the "Manager of
Acquisitions and Planning" of the Borrower who shall certify such Reserve
Report to be true and accurate and to have been prepared in accordance
with the procedures used in the immediately preceding December 31 Reserve
Report."
Section 3. Conditions Precedent. The effectiveness of this First Amendment
is subject to the receipt by the Administrative Agent of the following documents
and satisfaction of the other conditions provided in this Section 3, each of
which shall be reasonably satisfactory to the Administrative Agent in form and
substance:
3.1 First Amendment. The Administrative Agent shall have received multiple
counterparts as requested of the this First Amendment from each Lender.
3.2 No Default. No Default or Event of Default shall have occurred and be
continuing as of the First Amendment Effective Date.
Section 4. Representations and Warranties; Etc. Each Obligor hereby
affirms: (a) that as of the date of execution and delivery of this First
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 First 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 First Amendment and to the transactions
contemplated hereby, no Defaults exist under the Loan Documents or will exist
under the Loan Documents.
Section 5. Miscellaneous.
5.1 Confirmation. The provisions of the Credit Agreement (as amended by
this First Amendment) shall remain in full force and effect in accordance with
its terms following the effectiveness of this First Amendment.
5.2 Ratification and Affirmation of Obligors. Each of the Obligors hereby
expressly (i) acknowledges the terms of this First 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.
5.3 Counterparts. This First 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.
5.4 No Oral Agreement. THIS WRITTEN FIRST 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
First Amendment- 3
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.
5.5 Governing Law. THIS FIRST 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 First Amendment to
be duly executed effective as of the date first written above.
BORROWER: LEGACY RESERVES LP
BY: LEGACY RESERVES GP, LLC,
its general partner
By: /s/ Xxxxxx X. Xxxxxx
_________________________________
Xxxxxx X. Xxxxxx,
President, Chief Financial Officer
and Secretary
GUARANTORS: LEGACY RESERVES OPERATING LP
By: LEGACY RESERVES OPERATING GP LLC, its
general partner
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Xxxxxx X. Xxxxxx
President, Chief Financial Officer and
Secretary
LEGACY RESERVES OPERATING GP LLC
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Xxxxxx X. Xxxxxx
President, Chief Financial Officer and
Secretary
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LEGACY RESERVES SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxx
______________________________________
Xxxxxx X. Xxxxxx
President, Chief Financial Officer
and Secretary
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ADMINISTRATIVE AGENT: BNP PARIBAS,
as Administrative Agent and Lender
By: /s/ Xxxxxxx Xxxx
______________________________________
Name: Xxxxxxx Xxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxx
______________________________________
Name: Xxxxx Xxxxxx
Title: Director
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LENDERS: BANK OF AMERICA N.A.
By: /s/ Xxxxxxx X. Xxxxxxxxx
______________________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: Managing Director
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COMERICA BANK
By: /s/ Xxxxxxx X. Xxxxxx
______________________________________
Name: Xxxxxxx X. Xxxxxx
Title: Corporate Banking Officer
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KEYBANK N.A.
By: /s/ Xxxxxx Xxxxx
______________________________________
Name: Xxxxxx Xxxxx
Title: Senior Vice President
First Amendment- 9
