LEGACY RESERVES LP, LEGACY RESERVES FINANCE CORPORATION and THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2021 INDENTURE Dated as of May 28, 2013 WELLS FARGO BANK, NATIONAL ASSOCIATION, As TrusteeIndenture • April 6th, 2018 • Legacy Reserves Inc. • 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”).
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 6th, 2018 • Legacy Reserves Inc. • Texas
This THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 1, 2014, 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; WELLS FARGO BANK, NATIONAL ASSOCIATION (in its individual capacity, “ Wells Fargo ”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”), Compass Bank, as syndication agent (the “ Syndication Agent ”), and UBS Securities LLC and U.S. Bank National Association, as co-documentation agents (the “ Co-Documentation Agents ).
LEGACY RESERVES INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
EMPLOYMENT AGREEMENT (this “Agreement”) dated as of [●], 2018, between Legacy Reserves Inc., a Delaware corporation (the “Company”), and [●] (the “Employee”).
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 6th, 2018 • Legacy Reserves Inc. • 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”).
EIGHTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF OCTOBER 25, 2016 Sole...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • 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.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • April 6th, 2018 • Legacy Reserves Inc. • 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”).
LEGACY RESERVES LP LEGACY RESERVES FINANCE CORPORATION and THE GUARANTORS PARTY HERETO FIRST SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 25, 2015, WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeFirst Supplemental Indenture • April 6th, 2018 • Legacy Reserves Inc.
This FIRST SUPPLEMENTAL INDENTURE (the “ Supplemental Indenture ”), dated as of August 25, 2015, 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 (the “ Guarantors ”) and Wells Fargo Bank, National Association, a national banking association, as Trustee.
FOURTH AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • April 6th, 2018 • Legacy Reserves Inc.
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 • April 6th, 2018 • Legacy Reserves Inc.
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”).
STANDSTILL AND VOTING AGREEMENTStandstill and Voting Agreement • April 6th, 2018 • Legacy Reserves Inc. • 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 comp
Sixth Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of November 13, 2015 Sole...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This Sixth Amendment to Third Amended and Restated Credit Agreement (this “Sixth Amendment”) dated as of November 13, 2015, 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 • April 6th, 2018 • Legacy Reserves Inc. • 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”).
FIRST AMENDMENT AND WAIVER TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • April 6th, 2018 • Legacy Reserves Inc.
This FIRST AMENDMENT AND WAIVER TO TERM LOAN CREDIT AGREEMENT (this “First Amendment”) dated as of July 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”); and the Lenders signatory hereto.
Fourth Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of February 23, 2015 Sole...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This Fourth Amendment to Third Amended and Restated Credit Agreement (this “ Fourth Amendment ”) dated as of February 23, 2015, 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.
Seventh Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of February 19, 2016...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This Seventh Amendment to Third Amended and Restated Credit Agreement (this “Seventh Amendment”) dated as of February 19, 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.
FOUNDERS REGISTRATION RIGHTS AGREEMENT MARCH 15, 2006Founders Registration Rights Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This FOUNDERS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on the 15th day of March, 2006, but effective for all purposes as of the Closing Date (the “Effective Date”) by and among Moriah Properties, Ltd., a Texas limited partnership (“Moriah”), DAB Resources, Ltd., a Texas limited partnership (“DAB Resources”), Brothers Production Properties, Ltd., a Texas limited partnership (“Brothers”), Brothers Production Company, Inc., a Texas corporation (“Brothers Production”), Brothers Operating Company, Inc., a Texas corporation (“Brothers Operating”), J&W McGraw Properties, Ltd., a Texas limited partnership (“J&W Properties”), MBN Properties LP, a Delaware limited partnership (“MBN Properties”), and H2K Holdings, Ltd., a Texas limited partnership (“H2K,” and with Moriah, DAB, Brothers, Brothers Production, Brothers Operating, J&W Properties and MBN Properties, the “Limited Partners”), Newstone Capital, LP, a Texas limited partnership (“Newstone”), Newstone Group Partners,
SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENTTerm Loan Credit Agreement • April 6th, 2018 • Legacy Reserves Inc.
This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this “Second Amendment”) dated as of October 30, 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”); and the Lenders signatory hereto.
Third Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of December 29, 2014 Sole...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This Third Amendment to Third Amended and Restated Credit Agreement (this “ Third Amendment ”) dated as of December 29, 2014, 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.
Fifth Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors, Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of August 5, 2015 Sole...Third Amended and Restated Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This Fifth Amendment to Third Amended and Restated Credit Agreement (this “Fifth Amendment”) dated as of August 5, 2015, 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.
REGISTRATION RIGHTS AGREEMENT JUNE 29, 2006Registration Rights Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into on the 29th day of June, 2006 (the “Effective Date”), by and among Henry Holding LP, a [Texas] limited partnership (“Henry”), Legacy Reserves LP, a Delaware limited partnership (the “MLP”), and Legacy Reserves GP, LLC, a Delaware limited liability company (the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner. The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Terms that are capitalized but not defined shall have the meanings assigned to such terms in Article 1 hereof.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BETWEEN WGR OPERATING LP AS SELLER AND LEGACY RESERVES OPERATING LP AS PURCHASER Executed on July 3, 2015Membership Interest Purchase and Sale Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This Agreement is executed on July 3, 2015 by and between WGR OPERATING LP, a Delaware limited partnership (“Seller”), and LEGACY RESERVES OPERATING LP, a Texas limited partnership (“Purchaser”). Each of Seller and Purchaser is sometimes referred to herein as a “Party” and collectively as the “Parties”.
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF MAY 22, 2014 Sole Lead...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) dated as of May 22, 2014, 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.
NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT AMONG LEGACY RESERVES LP, as Borrower, THE GUARANTORS, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, and THE LENDERS SIGNATORY HERETO DATED AS OF MARCH 23, 2018 Sole...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This NINTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Ninth 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”); 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.
First Amendment to Third Amended and Restated Credit Agreement among Legacy Reserves LP, as Borrower, The Guarantors , Wells Fargo Bank, National Association, as Administrative Agent, and The Lenders Signatory Hereto Dated as of April 17, 2014 Sole...Credit Agreement • April 6th, 2018 • Legacy Reserves Inc. • Texas
This First Amendment to Third Amended and Restated Credit Agreement (this “First Amendment”) dated as of April 17, 2014, 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.
