LGCY Legacy Reserves Inc. (MM)

On June 7, 2019, Legacy Reserves Inc. (“Legacy”) and certain of its subsidiaries (together with Legacy, the “Company”) entered into that certain (i) Second Forbearance (the “Second RBL Forbearance Agreement”) to Third Amended and Restated Credit Agreement dated as of April 1, 2014 (as amended, the “Prepetition RBL Credit Agreement”) among Legacy Reserves LP, as borrower, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (the “Forbearance RBL Lenders”) and (ii) Second Forbearance (the “Second Term Loan Forbearance Agreement” and, together with the Second RBL Forbearance Agreement, the “Second Forbearance Agreements”) to Term Loan Credit Agreement dated as of October 25, 2016 (as amended, the “Prepetition Term Loan Credit Agreement”) among Legacy Reserves LP, as borrower, the guarantors party thereto, Cortland Capital Market Services LLC, as administrative agent and the lenders party thereto (the “Forbearance Term Loan Lenders”). The Second Forbearance Agreements extended the forbearance period of the previously announced forbearance agreements from June 7, 2019 to June 12, 2019.

On June 12, 2019, the Company entered into that certain (i) Third Forbearance (the “Third RBL Forbearance Agreement”) to the Prepetition RBL Credit Agreement with the Forbearance RBL Lenders and (ii) Third Forbearance (the “Third Term Loan Forbearance Agreement” and, together with the Third RBL Forbearance Agreement, the “Third Forbearance Agreements,” and the Second Forbearance Agreements and the Third Forbearance Agreements, collectively, the “Forbearance Agreements”) to the Prepetition Term Loan Credit Agreement with the Forbearance Term Loan Lenders.

Pursuant to the Forbearance Agreements, the Forbearance RBL Lenders and the Forbearance Term Loan Lenders have agreed to forbear from exercising any and all remedies available to them in respect of any event of default arising from (i) the maturity of the Prepetition RBL Credit Agreement on May 31, 2019 and (ii) the Company not making interest payments on its outstanding 8% Senior Notes due 2020, 6.625% Senior Notes due 2021 and 8% Convertible Senior Notes due 2023 on June 3, 2019. Additionally, the Forbearance Term Loan Lenders agreed forbear from exercising any and all remedies available to them in respect of the event of default arising from Legacy’s failure to deliver audited financial statements without a “going concern” or like qualification or exception. The Third Forbearance Agreements extend the forbearance period through 11:59 p.m., Eastern Time, on June 18, 2019, and will terminate upon the earlier of the end of the forbearance period or the occurrence of a specified forbearance termination event, which includes any other event of default under the Prepetition RBL Credit Agreement and the Prepetition Term Loan Credit Agreement or any breach by the Company of the respective Third Forbearance Agreements.

The foregoing descriptions of the Second RBL Forbearance Agreement, the Second Term Loan Forbearance Agreement, the Third RBL Forbearance Agreement and the Third Term Loan Forbearance Agreement are qualified in their entirety by reference to the full text of the Second RBL Forbearance Agreement, the Second Term Loan Forbearance Agreement, the Third RBL Forbearance Agreement and the Third Term Loan Forbearance Agreement, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.