Current Report Filing (8-k)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 16, 2015

SARATOGA RESOURCES, INC.

(Exact name of registrant as specified in Charter)

Texas

0-27563

76-0314489

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(IRS Employer Identification No.)

3 Riverway, Suite 1810

Houston, Texas 77056

(Address of Principal Executive Offices)(Zip Code)

713-458-1560

(Issuer Telephone number)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry Into a Material Definitive Agreement

On March 16, 2015, Saratoga Resources, Inc., along with its subsidiaries, Lobo Operating, Inc., Lobo Resources, Inc., Harvest Oil & Gas, LLC and The Harvest Group, LLC (collectively, the “Company”) entered into amendments (the “Amendments”) to the First Lien Forbearance Agreement and the Second Lien Forbearance Agreement previously disclosed under Form 8-K dated January 30, 2015.

Pursuant to the Amendments, the forbearance periods under the First Lien Forbearance Agreement and the Second Lien Forbearance Agreement were extended until April 30, 2015 and the Company agreed to certain additional disclosure and other procedural obligations.

The description of the Amendments contained in this Item 1.01 is qualified in its entirety by the full text of those documents, copies of which are attached to this report as Exhibit 10.1 and Exhibit 10.2 and are hereby incorporated by reference into this Item 1.01. Readers are directed to the Company’s Form 8-K dated January 30, 2015 with regard to the background and terms of the First Lien Forbearance Agreement and the Second Lien Forbearance Agreement.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2015, the Board of Directors of the Company appointed Jeff N. Huddleston, 41, a Managing Director of Conway MacKenzie Management Services, LLC (“Conway MacKenzie”), to serve as the Company’s Interim Chief Financial Officer, effective immediately. Mr. Huddleston has over 15 years of experience in restructuring, reorganization and turnaround management. He has served as a Managing Director of Conway MacKenzie, a financial and management consulting firm, since 2008. Mr. Huddleston has served as a financial advisor as well as Chief Restructuring Officer and in other interim management roles to numerous energy companies.

The Company will pay Conway MacKenzie a monthly fee of $50,000 in connection with Mr. Huddleston’s service as its Interim Chief Financial Officer, and will pay Conway MacKenzie additional fees based on hourly rates for other Conway MacKenzie personnel. Mr. Huddleston is not separately compensated by the Company for serving as its Interim Chief Financial Officer.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

10.1

Second Amendment to Forbearance Agreement to First Lien Indenture, dated March 16, 2015

10.2

Second Amendment to Forbearance Agreement to Second Lien Indenture, dated March 16, 2015

99.1

Press release, dated March 19, 2015

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.


	SARATOGA RESOURCES, INC.


Dated: March 19, 2015	By:	/s/ Andrew C. Clifford
	Andrew C. Clifford
	President

Exhibit 10.1

SECOND AMENDMENT TO FORBEARANCE AGREEMENT TO
FIRST LIEN INDENTURE

This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Second Amendment”) is entered into as of March 16, 2015, by and among Saratoga Resources, Inc. (the “Issuer”), the Guarantors party to the First Lien Indenture (collectively, with Issuer, the “Credit Parties”) and the holders of Notes issued under the First Lien Indenture party hereto (each, a “Noteholder” and together, the “Noteholders”). Unless otherwise defined in this Second Amendment, capitalized terms used herein shall have the meanings ascribed to them in the First Lien Forbearance Agreement.

RECITALS

Issuer, the other Credit Parties and the Noteholders entered into a Forbearance Agreement to First Lien Indenture, dated January 30, 2015, and amended March 2, 2015 (the “First Lien Forbearance Agreement”).

Issuer has requested that the First Lien Forbearance Agreement be amended to extend the Forbearance Period to April 30, 2015 on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the terms, covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.

Amendment

Section 3(b)(iii) of the First Lien Forbearance Agreement is hereby amended to delete “March 16, 2015” and to insert, in place of such date, “April 30, 2015.”

Section 4(e) of the First Lien Forbearance Agreement is hereby amended to delete “March 16, 2015” in the last sentence of such sub-section and to insert, in place of such date, “April 15, 2015.”

Section 4(g) of the First Lien Forbearance Agreement is hereby amended and restated in its entirety to read as follows:

“As soon as practical and in any case on or prior to March 18, 2015, Issuer shall enter into a written agreement to retain a restructuring advisor, chief restructuring officer, consultant, financial advisor and/or other third-party professional or similar consultant reporting to the a sub-committee of the Board of Directors of the Issuer (the “Financial Advisor”) acceptable to the Noteholders (provided that Conway MacKenzie Management Services, LLC is acceptable to the Noteholders), on terms and conditions (including board resolutions) acceptable to the Noteholders, and at all times during the Forbearance Period Issuer shall continue to retain the Financial Advisor or another advisory firm acceptable to the Noteholders on terms and conditions (including board resolutions) acceptable to the Noteholders.”

The First Lien Forbearance Agreement is hereby amended to insert a new Section 4(m), which shall read as follows:

“On or prior to April 15, 2015, the Financial Advisor, at the direction of an independent committee of Issuer’s board of directors, shall deliver a list of potential parties to be solicited for proposals for strategic alternatives for Issuer to obtain restructuring or repayment of the outstanding Obligations under the First Lien Indenture and Second Lien Indenture. On or prior to April 30, 2015, the Financial Advisor, at the direction of an independent committee of Issuer’s

board of directors, shall commence solicitation for proposals for strategic alternatives for Issuer to obtain restructuring or repayment of the outstanding Obligations under the First Lien Indenture and Second Lien Indenture.”

The First Lien Forbearance Agreement is hereby amended to insert a new Section 4(n), which shall read as follows:

“On or prior to April 15, 2015, Issuer shall deliver a report, in form and methodology acceptable to the Noteholders, showing an analysis of Issuer’s liquidity for the then-forthcoming one-year period and access to capital necessary to meet such liquidity needs, including an analysis of insurance bonding requirements and drilling prospects.”

The First Lien Forbearance Agreement is hereby amended to insert a new Section 4(o), which shall read as follows:

“On or prior to April 30, 2015, Issuer shall deliver to the Noteholders a term sheet for a proposal to obtain restructuring or repayment of the outstanding Obligations under the First Lien Indenture.”

SECTION 2.

Effectiveness.

This Second Amendment shall become effective at the time (the “Second Amendment Effective Date”) that all of the following conditions precedent have been met (or waived) as determined by the Noteholders in their sole discretion:

(a)

Amendment. The Noteholders shall have received duly executed signature pages for this Second Amendment signed by the Noteholders, Issuer and the other Credit Parties.

(b)

Retention of Financial Advisor. Issuer shall have (i) entered into a written agreement (the “Engagement Letter”) to retain a Financial Advisor in compliance with Section 4(g) of the Forbearance Agreement (as amended hereby), which Engagement Letter is in form and substance acceptable to the Noteholders, and (ii) delivered board resolutions in form and substance acceptable to the Noteholders with respect to such engagement of the Financial Advisor.

(c)

Officer’s Certificate. Issuer shall have delivered a certificate in form and substance acceptable to the Noteholders and executed by a duly authorized Officer of Issuer (the “Officer’s Certificate”) certifying and representing that Issuer is in compliance with Section 4(e)(vi) of the First Lien Forbearance Agreement as of the date of this Second Amendment.

(d)

Second Lien Forbearance Agreement Amendment. The Noteholders, Issuer and the other Credit Parties shall have executed and delivered an amendment to that certain Forbearance Agreement to Second Lien Indenture, dated as of January 30, 2015 and amended as of March 2, 2015, pursuant to which the Noteholders shall have agreed to the retention of Financial Advisor and to extend the Forbearance Period to April 30, 2015.

SECTION 3.

General Release; Indemnity.

(a)

In consideration of, among other things, the Noteholders’ execution and delivery of this Second Amendment, each of Issuer and the other Credit Parties, on behalf of itself and its agents, representatives, officers, directors, advisors, employees, subsidiaries, affiliates, successors and assigns (collectively, “Releasors”), hereby forever agrees and covenants not to sue or prosecute against any Releasee (as hereinafter defined) for and hereby forever waives, releases and discharges, to the fullest extent permitted by law, each Releasee (as hereinafter defined) from any and all claims (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment), actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs, expenses or claims whatsoever, that such Releasor now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity (collectively, the “Claims”), against any or all of the Noteholders and Trustee in

any capacity and their respective affiliates, subsidiaries, shareholders and “controlling persons” (within the meaning of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Second Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the First Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among Issuer and the other Credit Parties, on the one hand, and any or all of the Noteholders and Trustee, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by Issuer or any other Credit Party of any financial accommodations made by any Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such financial accommodations. In entering into this Second Amendment, Issuer and each other Credit Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Second Amendment, the First Lien Indenture, the other First Lien Documents and payment in full of the Obligations.

(b)

Issuer and the other Credit Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by or on behalf of any Person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the First Lien Indenture, the other First Lien Documents, this Second Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Second Amendment, the First Lien Indenture, the other First Lien Documents and the payment in full of the Obligations.

(c)

Each of Issuer and the other Credit Parties, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Releasee on the basis of any Claim released, remised and discharged by Issuer or any other Credit Party pursuant to Section 3(a) hereof. If Issuer, any other Credit Party or any of its successors, assigns or other legal representatives violates the foregoing covenant, Issuer and the other Credit Parties, each for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Releasee may sustain as a result of such violation, all attorneys’ fees and costs incurred by any Releasee as a result of such violation.

SECTION 4.

No Modifications.

Except as amended hereby, the First Lien Forbearance Agreement remains unmodified and in full force and effect, and nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the First Lien Forbearance Agreement or any of the other First Lien Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Noteholders reserve all rights, privileges and remedies under the First Lien Forbearance Agreement. This Amendment shall constitute a First Lien Document.

SECTION 5.

Governing Law; Consent to Jurisdiction and Venue.

THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS SECOND AMENDMENT, INCLUDING, WITHOUT LIMITATION, ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECOND AMENDMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS SECOND AMENDMENT, EACH OF THE NOTEHOLDER AND THE OTHER CREDIT PARTIES HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED THAT NOTHING IN THIS SECOND AMENDMENT SHALL LIMIT THE RIGHT OF THE NOTEHOLDERS TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT THE NOTEHOLDERS DETERMINE THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE THEIR RIGHTS OR REMEDIES UNDER THE FIRST LIEN DOCUMENTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND OTHER DOCUMENTS AND OTHER SERVICE OF PROCESS OF ANY KIND AND CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS SECOND AMENDMENT BY ANY MEANS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING BY THE MAILING THEREOF (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) TO THE ADDRESS OF THE ISSUER SPECIFIED IN THE FIRST LIEN INDENTURE (AND SHALL BE EFFECTIVE WHEN SUCH MAILING SHALL BE EFFECTIVE, AS PROVIDED THEREIN). EACH CREDIT PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING CONTAINED IN THIS SECTION 5 SHALL AFFECT THE RIGHT OF THE NOTEHOLDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

SECTION 6.

Counterparts.

This Second Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Second Amendment by delivering by facsimile or other electronic transmission a signature page of this Second Amendment signed by such party, and any such facsimile or other electronic signature shall be treated in all respects as having the same effect as an original signature. Any party delivering by facsimile or other electronic transmission a counterpart executed by it shall promptly thereafter also deliver a manually signed counterpart of this Second Amendment; provided that the failure to deliver such manually signed counterpart shall not affect the validity or effectiveness of this Second Amendment.

[Signature pages to follow]

IN WITNESS WHEREOF, this Second Amendment to First Lien Forbearance Agreement has been executed by the parties hereto as of the date first written above.


SARATOGA RESOURCES, INC., as Issuer		HARVEST OIL & GAS, LLC, as Credit Party

By:	/s/Thomas F. Cooke	By:	/s/Thomas F. Cooke

Name: Thomas F. Cooke		Name: Thomas F. Cooke

Its: Chairman & CEO		Its: Operating Manager


THE HARVEST GROUP LLC, as Credit Party		LOBO OPERATING, INC., as Credit Party

By:	/s/Thomas F. Cooke	By:	/s/Thomas F. Cooke

Name: Thomas F. Cooke		Name: Thomas F. Cooke

Its: Operating Manager		Its: President


LOBO RESOURCES, INC., as Credit Party

By:	/s/Thomas F. Cooke

Name: Thomas F. Cooke

Its: President

SIGNATURE PAGE TO

SECOND AMENDMENT TO FIRST LIEN FORBEARANCE AGREEMENT


BLACKSTONE / GSO CAPITAL SOLUTIONS FUND LP, as a Noteholder

By:	Blackstone / GSO Capital Solutions Associates LLC, its general partner


By:	/s/ Marisa Beeney

Name:	Marisa Beeney

Title:	Authorized Signatory


BLACKSTONE / GSO CAPITAL SOLUTIONS OVERSEAS MASTER FUND L.P., as a Noteholder

By:	Blackstone / GSO Capital Solutions Overseas Associates LLC, its general partner


By:	/s/ Marisa Beeney

Name:	Marisa Beeney

Title:	Authorized Signatory

SIGNATURE PAGE TO

SECOND AMENDMENT TO FIRST LIEN FORBEARANCE AGREEMENT


STONEHILL MASTER FUND LTD., as a Noteholder

By:	/s/ Wayne Teetsel

Name:	Wayne Teetsel

Title:	Partner


STONEHILL INSTITUTIONAL PARTNERS, L.P. as a Noteholder

By:	/s/ Wayne Teetsel

Name:	Wayne Teetsel

Title:	Partner

SIGNATURE PAGE TO

SECOND AMENDMENT TO FIRST LIEN FORBEARANCE AGREEMENT

Exhibit 10.2

SECOND AMENDMENT TO FORBEARANCE AGREEMENT TO
SECOND LIEN INDENTURE

This SECOND AMENDMENT TO FORBEARANCE AGREEMENT (this “Second Amendment”) is entered into as of March 16, 2015, by and among Saratoga Resources, Inc. (the “Issuer”), the Guarantors party to the Second Lien Indenture (collectively, with Issuer, the “Credit Parties”) and the holders of Notes issued under the Second Lien Indenture party hereto (each, a “Noteholder” and together, the “Noteholders”). Unless otherwise defined in this Second Amendment, capitalized terms used herein shall have the meanings ascribed to them in the Second Lien Forbearance Agreement.

RECITALS

Issuer, the other Credit Parties and the Noteholders entered into a Forbearance Agreement to Second Lien Indenture, dated January 30, 2015, and amended March 2, 2015 (the “Second Lien Forbearance Agreement”).

Issuer has requested that the Second Lien Forbearance Agreement be amended to extend the Forbearance Period to April 30, 2015 on the terms and conditions set forth herein.

SECTION 1.

Amendment

Section 3(b)(iii) of the Second Lien Forbearance Agreement is hereby amended to delete “March 16, 2015” and to insert, in place of such date, “April 30, 2015.”

Section 4(e) of the Second Lien Forbearance Agreement is hereby amended to delete “March 16, 2015” in the last sentence of such sub-section and to insert, in place of such date, “April 15, 2015.”

Section 4(g) of the Second Lien Forbearance Agreement is hereby amended and restated in its entirety to read as follows:

The Second Lien Forbearance Agreement is hereby amended to insert a new Section 4(l), which shall read as follows:

obtain restructuring or repayment of the outstanding Obligations under the First Lien Indenture and Second Lien Indenture.”

The Second Lien Forbearance Agreement is hereby amended to insert a new Section 4(m), which shall read as follows:

The Second Lien Forbearance Agreement is hereby amended to insert a new Section 4(n), which shall read as follows:

“On or prior to April 30, 2015, Issuer shall deliver to the Noteholders a term sheet for a proposal to obtain restructuring or repayment of the outstanding Obligations under the Second Lien Indenture.”

SECTION 2.

Effectiveness.

(a)

Amendment. The Noteholders shall have received duly executed signature pages for this Second Amendment signed by the Noteholders, Issuer and the other Credit Parties.

(b)

(c)

Officer’s Certificate. Issuer shall have delivered a certificate in form and substance acceptable to the Noteholders and executed by a duly authorized Officer of Issuer (the “Officer’s Certificate”) certifying and representing that Issuer is in compliance with Section 4(e)(vi) of the Second Lien Forbearance Agreement as of the date of this Second Amendment.

(d)

First Lien Forbearance Agreement Amendment. The Noteholders, Issuer and the other Credit Parties shall have executed and delivered an amendment to that certain Forbearance Agreement to First Lien Indenture, dated as of January 30, 2015 and amended as of March 2, 2015, pursuant to which the Noteholders shall have agreed to the retention of Financial Advisor and to extend the Forbearance Period to April 30, 2015.

SECTION 3.

General Release; Indemnity.

(a)

of the federal securities laws), and their respective successors and assigns and each and all of the officers, directors, employees, agents, attorneys, advisors and other representatives of each of the foregoing (collectively, the “Releasees”), based in whole or in part on facts, whether or not now known, existing on or before the Second Amendment Effective Date, that relate to, arise out of or otherwise are in connection with: (i) any or all of the Second Lien Documents or transactions contemplated thereby or any actions or omissions in connection therewith or (ii) any aspect of the dealings or relationships between or among Issuer and the other Credit Parties, on the one hand, and any or all of the Noteholders and Trustee, on the other hand, relating to any or all of the documents, transactions, actions or omissions referenced in clause (i) hereof. The receipt by Issuer or any other Credit Party of any financial accommodations made by any Noteholder or the Trustee after the date hereof shall constitute a ratification, adoption, and confirmation by such party of the foregoing general release of all Claims against the Releasees that are based in whole or in part on facts, whether or not now known or unknown, existing on or prior to the date of receipt of any such financial accommodations. In entering into this Second Amendment, Issuer and each other Credit Party consulted with, and has been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Releasees and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity thereof. The provisions of this Section shall survive the termination of this Second Amendment, the Second Lien Indenture, the other Second Lien Documents and payment in full of the Obligations.

(b)

Issuer and the other Credit Parties each hereby agrees that it shall be, jointly and severally, obligated to indemnify and hold the Releasees harmless with respect to any and all liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by or on behalf of any Person, including, without limitation, the respective officers, directors, agents, trustees, creditors, partners or shareholders of Issuer, any other Credit Party, or any of their respective Subsidiaries, whether threatened or initiated, in respect of any claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of the Second Lien Indenture, the other Second Lien Documents, this Second Amendment or any other document executed and/or delivered in connection herewith or therewith; provided, that neither Issuer nor any other Credit Party shall have any obligation to indemnify or hold harmless any Releasee hereunder with respect to liabilities to the extent they result from the gross negligence or willful misconduct of that Releasee as finally determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, Issuer and other Credit Parties each agrees to make the maximum contribution to the payment and satisfaction thereof that is permissible under applicable law. The foregoing indemnity shall survive the termination of this Second Amendment, the Second Lien Indenture, the other Second Lien Documents and the payment in full of the Obligations.

(c)

SECTION 4.

No Modifications.

Except as amended hereby, the Second Lien Forbearance Agreement remains unmodified and in full force and effect, and nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Second Lien Forbearance Agreement or any of the other Second Lien Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Noteholders reserve all rights, privileges and remedies under the Second Lien Forbearance Agreement. This Amendment shall constitute a Second Lien Document.

SECTION 5.

Governing Law; Consent to Jurisdiction and Venue.

THE LAW OF THE STATE OF NEW YORK SHALL GOVERN ALL MATTERS ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THIS SECOND AMENDMENT, INCLUDING, WITHOUT LIMITATION, ITS VALIDITY, INTERPRETATION, CONSTRUCTION, PERFORMANCE AND ENFORCEMENT (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF AND ANY DETERMINATIONS WITH RESPECT TO POST-JUDGMENT INTEREST). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS SECOND AMENDMENT SHALL BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS SECOND AMENDMENT, EACH OF THE NOTEHOLDER AND THE OTHER CREDIT PARTIES HEREBY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS; PROVIDED THAT NOTHING IN THIS SECOND AMENDMENT SHALL LIMIT THE RIGHT OF THE NOTEHOLDERS TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS OF ANY OTHER JURISDICTION TO THE EXTENT THE NOTEHOLDERS DETERMINE THAT SUCH ACTION IS NECESSARY OR APPROPRIATE TO EXERCISE THEIR RIGHTS OR REMEDIES UNDER THE SECOND LIEN DOCUMENTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTIONS. EACH CREDIT PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND OTHER DOCUMENTS AND OTHER SERVICE OF PROCESS OF ANY KIND AND CONSENTS TO SUCH SERVICE IN ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE UNITED STATES OF AMERICA WITH RESPECT TO OR OTHERWISE ARISING OUT OF OR IN CONNECTION WITH THIS SECOND AMENDMENT BY ANY MEANS PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, INCLUDING BY THE MAILING THEREOF (BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID) TO THE ADDRESS OF THE ISSUER SPECIFIED IN THE SECOND LIEN INDENTURE (AND SHALL BE EFFECTIVE WHEN SUCH MAILING SHALL BE EFFECTIVE, AS PROVIDED THEREIN). EACH CREDIT PARTY AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING CONTAINED IN THIS SECTION 5 SHALL AFFECT THE RIGHT OF THE NOTEHOLDERS TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE REQUIREMENTS OF LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.

SECTION 6.

Counterparts.

[Signature pages to follow]

IN WITNESS WHEREOF, this Second Amendment to Second Lien Forbearance Agreement has been executed by the parties hereto as of the date first written above.


SARATOGA RESOURCES, INC., as Issuer		HARVEST OIL & GAS, LLC, as Credit Party

By:	/s/Thomas F. Cooke	By:	/s/Thomas F. Cooke

Name: Thomas F. Cooke		Name: Thomas F. Cooke

Its: Chairman & CEO		Its: Operating Manager


THE HARVEST GROUP LLC, as Credit Party		LOBO OPERATING, INC., as Credit Party

By:	/s/Thomas F. Cooke	By:	/s/Thomas F. Cooke

Name: Thomas F. Cooke		Name: Thomas F. Cooke

Its: Operating Manager		Its: President


LOBO RESOURCES, INC., as Credit Party

By:	/s/Thomas F. Cooke

Name: Thomas F. Cooke

Its: President

SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND LIEN FORBEARANCE AGREEMENT


BLACKSTONE / GSO CAPITAL SOLUTIONS FUND LP, as a Noteholder

By:	Blackstone / GSO Capital Solutions Associates LLC, its general partner


By:	/s/ Marisa Beeney

Name:	Marisa Beeney

Title:	Authorized Signatory


BLACKSTONE / GSO CAPITAL SOLUTIONS OVERSEAS MASTER FUND L.P., as a Noteholder

By:	Blackstone / GSO Capital Solutions Overseas Associates LLC, its general partner


By:	/s/ Marisa Beeney

Name:	Marisa Beeney

Title:	Authorized Signatory

SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND LIEN FORBEARANCE AGREEMENT


STONEHILL MASTER FUND LTD., as a Noteholder

By:	/s/ Wayne Teetsel

Name:	Wayne Teetsel

Title:	Partner


STONEHILL INSTITUTIONAL PARTNERS, L.P., as a Noteholder

By:	/s/ Wayne Teetsel

Name:	Wayne Teetsel

Title:	Partner

SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND LIEN FORBEARANCE AGREEMENT

Exhibit 99.1

[exhibit991001.jpg]

For Immediate Release

Contacts:

Brad Holmes, Investor Relations (713) 654-4009; or Andrew Clifford, President (713) 458-1560

Website:

wwwžsaratogaresourcesžcom

Saratoga Resources Announces Extension of Forbearance Agreements with

Senior Lenders; Engagement of Conway MacKenzie

Houston, TX – March 19, 2015 – Saratoga Resources, Inc. (NYSE MKT: SARA; the “Company” or “Saratoga”) today announced that it has entered amendments extending the terms of the existing forbearance agreements with (i) all of the holders of notes (the “First Lien Notes”) in the amount of $54.6 million issued under that certain Indenture dated as of November 22, 2013 (the “First Lien Indenture”), by and among the Company and its subsidiaries and The Bank of New York Mellon Trust Company, N.A., as trustee (the “First Lien Trustee”); and (ii) 75% or more of the holders of notes (the “Second Lien Notes”) in the amount of $125.2 million issued under that certain Indenture dated as of July 12, 2011, as supplemented or amended (the “Second Lien Indenture”), by and among the Company and its subsidiaries and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Second Lien Trustee”).

Pursuant to the terms of the amended forbearance agreements, the forbearance period under the existing Forbearance Agreements has been extended until April 30, 2015.

The Company also announced that it has engaged Conway MacKenzie Management Services, LLC (“CMS”) to act as its financial advisor in connection with its ongoing efforts to restructure its Senior Debt. Pursuant to that engagement, the Company has appointed Jeff N. Huddleston, of CMS, as Interim Chief Financial Officer, and John T. Young, Jr., also of CMS, as Strategic Alternatives Officer. Messrs. Huddleston, Young and CMS will work closely with management, the independent directors and the board with a view to maximizing value and achieving a satisfactory restructuring or repayment of the Senior Debt.

Management Comments

Andy Clifford, President of Saratoga, stated: “We are continuing to work with our lenders in order to achieve a mutually satisfactory restructuring and to allow the Company to operate in the current low commodity price environment. Over the last quarter, we have worked tirelessly to bring down our lease operating expenses and G&A. Estimated lifting costs for January 2015 are down to less than $18 per BOE, including LOE of less than $14 per BOE, with a gross operating margin of $21 per BOE. Combined savings expected from cuts in LOE and G&A to date are expected to amount to more than $15 million annually. We look forward to adding the capabilities of CMS and their seasoned team to assist the Company in developing and implementing our plan to restructure or repay our existing debt.”

About Saratoga Resources

Saratoga Resources is an independent exploration and production company with offices in Houston, Texas and Covington, Louisiana. Principal holdings cover approximately 52,000 gross/net acres, mostly held by production, located in the transitional coastline and protected in-bay environment on parish and state leases of south Louisiana and in the shallow Gulf of Mexico Shelf. Most of the company's large drilling inventory has multiple pay objectives that range from as shallow as 1,000 feet to the ultra-deep prospects below 20,000 feet in water depths ranging from less than 10 feet to a maximum of approximately 80 feet. For more information, go to Saratoga's website at www.saratogaresources.com and sign up for regular updates by clicking on the Updates button.

About Conway MacKenzie

Conway MacKenzie (CMS) is a national consulting firm that specializes in corporate restructurings, operations improvement, litigation analytics, valuations and bankruptcy case management services. CMS’s Houston office is located at 1301 McKinney Street, Suite 2025, Houston, Texas, 77010. CMS has extensive experience working with and for distressed companies in complex financial and operational restructurings, both out-of-court and in chapter 11 proceedings throughout the United States. CMS professionals have advised debtors, creditors and equity constituents in numerous reorganizations, which advisory services have included financial analysis and budgeting, forecasting, cash management, operational assessments and improvements, and the provision of interim management. CMS is a national leader in performing restructuring services to the energy sector.

Forward-Looking Statements

This press release includes certain estimates and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, including, but not limited to, statements regarding potential cost savings, results of specific operations and future ability to achieve profitability under existing market conditions, ability to meet future interest payment obligations, ability to satisfy the terms of the forbearance agreements and/or secure extensions of the same or otherwise assure ongoing compliance with various debt obligations, among others and ability to successfully restructure or repay our debt. Words such as "expects”, "anticipates", "intends", "plans", "believes", "assumes", "seeks", "estimates", "should", and variations of these words and similar expressions, are intended to identify these forward-looking statements. While we believe these statements are accurate, forward-looking statements are inherently uncertain and we cannot assure you that these expectations will occur and our actual results may be significantly different. These statements by the Company and its management are based on estimates, projections, beliefs and assumptions of management and are not guarantees of future performance. Important factors that could cause actual results to differ from those in the forward-looking statements include the factors described in the "Risk Factors" section of the Company's filings with the Securities and Exchange Commission. The Company disclaims any obligation to update or revise any forward-looking statement based on the occurrence of future events, the receipt of new information, or otherwise.

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