EX-10.4




 Exhibit 10.4 

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 Lead Arranger and Sole Book Runner 

Wells Fargo Securities, LLC 

Syndication Agent 
 Compass
Bank 
 Co-Documentation Agents 

UBS Securities LLC 
 and 

U.S. Bank National Association 








 Third Amendment to 

Third Amended and Restated Credit Agreement 

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.

 Recitals 
 A. The Borrower,
the Administrative Agent and the Lenders are parties to that certain Third Amended and Restated Credit Agreement dated as of April 1, 2014 (as amended by the First Amendment to Third Amended and Restated Credit Agreement dated April 17,
2014 and that certain Second Amendment to Third Amended and Restated Credit Agreement dated May 22, 2014, the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the
Borrower. 
 B. The Guarantors are parties to that certain Third Amended and Restated Guaranty Agreement dated as of April 1, 2014 made
by each of the Guarantors (as defined therein) in favor of the Administrative Agent (the “ Guaranty ”). 
 C. The Borrower,
the Guarantors, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement as more fully set forth herein. 

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 Third Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all section references in this Third
Amendment refer to sections of the Credit Agreement. 
 Section 2. Amendments to Credit Agreement. 

2.1 Amendments to Section 1.02. 

(a) The following definition is hereby amended and restated in its entirety to read as follows: 

“ Agreement ” means this Third Amended and Restated Credit Agreement, as amended by the First Amendment, the
Second Amendment and the Third Amendment, as the same may from time to time be amended, modified, supplemented or restated. 

  
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 (b) The following definition is hereby added where alphabetically appropriate to read as follows:

 “ Third Amendment ” means that certain Third Amendment to Third Amended and Restated Credit Agreement,
dated as of December 29, 2014, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto. 
 2.2
Amendments to Section 9.04(a). 
 (a) Section 9.04(a)(v) is hereby amended by deleting the reference to
“15%” in such Section 9.04(a)(v) and replacing such reference with “20%”. 
 (b) Section 9.04(a) is hereby amended
by adding the following proviso prior to the period at the end of such Section 9.04(a): 
 ; provided that, notwithstanding the
foregoing, prior to June 30, 2015, the Borrower may redeem, repurchase or otherwise acquire up to $150,000,000 of units of the Borrower from the holders thereof, so long as both before and immediately after giving effect to each redemption,
repurchase or acquisition, (y) no Default or Event of Default has occurred and is continuing or would result therefrom and (z) the Borrower has unused Commitments of not less than 35% of the Borrowing Base then in effect 

2.3 Amendment to Section 9.04(b)(i). Section 9.04(b)(i) is hereby amended and restated in its entirety to read as
follows: 
 (i) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in
whole or in part) the Senior Notes; provided that the Borrower may prepay any Senior Notes and any premiums relating thereto (a) with the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Borrower
or with the Net Cash Proceeds of Permitted Refinancing Debt or (b) so long as both before and immediately after giving effect to each such prepayment, the Borrower has unused Commitments of not less than 20% of the Borrowing Base then in effect
or 
 2.4 Amendment to Section 12.01(a)(ii). Section 12.01(a)(ii) is hereby amended by deleting the reference
to “8th Floor” in such Section 12.01(a)(ii) and replacing such reference with “Suite 1800”. 
 Section 3.
Conditions Precedent. This Third Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “ Third
Amendment Effective Date ”): 
 3.1 The Administrative Agent shall have received from the Majority Lenders, the Borrower and
the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Third Amendment signed on behalf of such Person. 

  
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 3.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due
and payable on or prior to the Third Amendment Effective Date. 
 3.3 No Default shall have occurred and be continuing as of the Third
Amendment Effective Date. 
 3.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its
special counsel may reasonably require. 
 The Administrative Agent is hereby authorized and directed to declare this Third Amendment to be
effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 3 or the waiver of such conditions as permitted in Section 12.02
of the Credit Agreement. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes. 

Section 4. Miscellaneous. 

4.1 Confirmation. The provisions of the Credit Agreement, as amended by this Third Amendment, shall remain in full force and
effect following the effectiveness of this Third Amendment. 
 4.2 Ratification and Affirmation; Representations and
Warranties. Each Obligor hereby (a) acknowledges the terms of this Third Amendment; (b) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and
agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby; (c) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this Third Amendment:
(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case,
such representations and warranties shall continue to be true and correct as of such specified earlier date, (ii) no Default or Event of Default has occurred and is continuing and (iii) no event or events have occurred which individually
or in the aggregate could reasonably be expected to have a Material Adverse Effect; and (d) agrees that from and after the Third Amendment Effective Date each reference to the Credit Agreement and in the other Loan Documents shall be deemed to
be a reference to the Credit Agreement, as amended by this Third Amendment. 
 4.3 Counterparts. This Third 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. Delivery of this Third Amendment by telecopy, facsimile,
email or other electronic means shall be effective as delivery of a manually executed counterpart hereof. 
 4.4 No Oral
Agreement. This Third 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 evidence of prior,
contemporaneous, or unwritten oral agreements of the parties. There are no subsequent oral agreements between the parties. 

  
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 4.5 GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 
 4.6 Payment of Expenses. In accordance with Section 12.03 of the Credit
Agreement, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection
with this Third Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent. 

4.7 Severability. Any provision of this Third Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 4.8 Successors and Assigns. This Third Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. 
 [SIGNATURES BEGIN NEXT PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of
the date first written above. 
  

					
	 BORROWER:
	  	 LEGACY RESERVES LP

			
		  	 By:
	  	Legacy Reserves GP, LLC
		  		  	its general partner
			
		  	 By:
	  	 /s/ James Daniel Westcott

		  	 Name:
	  	James Daniel Westcott
		  	 Title:
	  	Executive Vice President and Chief Financial Officer
		
	 GUARANTORS:
	  	 LEGACY RESERVES OPERATING LP

			
		  	 By:
	  	Legacy Reserves Operating GP LLC, its general partner
		  	 By:
	  	Legacy Reserves LP, its sole member
		  	 By:
	  	Legacy Reserves GP, LLC, its general partner
			
		  	 By:
	  	 /s/ James Daniel Westcott

		  	 Name:
	  	James Daniel Westcott
		  	 Title:
	  	Executive Vice President and Chief Financial Officer
		
		  	 LEGACY RESERVES OPERATING GP LLC

			
		  	 By:
	  	Legacy Reserves LP, its sole member
		  	 By:
	  	Legacy Reserves GP, LLC, its general partner
			
		  	 By:
	  	 /s/ James Daniel Westcott

		  	 Name:
	  	James Daniel Westcott
		  	 Title:
	  	Executive Vice President and Chief Financial Officer

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THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 









					
		  	 LEGACY RESERVES SERVICES, INC.

			
		  	 By:
	 	 /s/ James Daniel Westcott

		  	 Name:
	 	James Daniel Westcott
		  	 Title:
	 	Executive Vice President and Chief Financial Officer

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	ADMINISTRATIVE AGENT:	  	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent and a Lender

			
		  	 By:
	 	 /s/ Stephanie Harrell

		  		 	Stephanie Harrell
		  		 	Assistant Vice President

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	LENDERS:	  	 COMPASS BANK

			
		  	 By:
	 	 /s/ Kathleen J. Bowen

		  	 Name:
	 	Kathleen J. Bowen
		  	 Title:
	 	Senior Vice President

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		  	 UBS AG, STAMFORD BRANCH

			
		  	 By:
	 	 /s/ Craig Pearson

		  	 Name:
	 	Craig Pearson
		  	 Title:
	 	Associate Director
			
		  	 By:
	 	 /s/ Darlene Arias

		  	 Name:
	 	Darlene Arias
		  	 Title:
	 	Director

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		  	U.S. BANK NATIONAL ASSOCIATION
			
		  	 By:
	 	 /s/ Monte E. Deckerd

		  	 Name:
	 	Monte E. Deckerd
		  	 Title:
	 	Senior Vice President

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		  	BANK OF AMERICA, N.A.
			
		  	 By:
	 	 /s/ Joseph Scott

		  	 Name:
	 	Joseph Scott
		  	 Title:
	 	Managing Director

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		  	ROYAL BANK OF CANADA
			
		  	 By:
	 	 /s/ Evans Swann, Jr.

		  	 Name:
	 	Evans Swann, Jr.
		  	 Title:
	 	Authorized Signatory

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		  	THE BANK OF NOVA SCOTIA
			
		  	 By:
	 	 /s/ Mark Sparrow

		  	 Name:
	 	Mark Sparrow
		  	 Title:
	 	Director

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		  	KEYBANK NATIONAL ASSOCIATION
			
		  	 By:
	 	 /s/ George E. McKean

		  	 Name:
	 	George E. McKean
		  	 Title:
	 	Senior Vice President

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		  	MUFG UNION BANK, N.A. f/k/a UNION BANK, N.A.
			
		  	 By:
	 	 /s/ Lara Francis

		  	 Name:
	 	Lara Francis
		  	 Title:
	 	Vice President

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		  	JPMORGAN CHASE BANK, N.A.
			
		  	 By:
	 	 /s/ Jo Linda Papadakis

		  	 Name:
	 	Jo Linda Papadakis
		  	 Title:
	 	Authorized Officer

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		  	BMO HARRIS FINANCING, INC.
			
		  	 By:
	 	 /s/ Matthew L. Davis

		  	 Name:
	 	Matthew L. Davis
		  	 Title:
	 	Vice President

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		  	BARCLAYS BANK PLC
			
		  	 By:
	 	 /s/ Luke Syme

		  	 Name:
	 	Luke Syme
		  	 Title:
	 	Assistant Vice Presient

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		  	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
			
		  	 By:
	 	 /s/ Michael Willis

		  	 Name:
	 	Michael Willis
		  	 Title:
	 	Managing Director
			
		  	 By:
	 	 /s/ Ting Lee

		  	 Name:
	 	Ting Lee
		  	 Title:
	 	Director

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		  	CITIBANK, N.A.
			
		  	 By:
	 	 /s/ Cliff Vaz

		  	 Name:
	 	Cliff Vaz
		  	 Title:
	 	Vice President

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		  	SOCIETE GENERALE
			
		  	 By:
	 	 /s/ David Bornstein

		  	 Name:
	 	David Bornstein
		  	 Title:
	 	Director

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		  	BRANCH BANKING AND TRUST COMPANY
			
		  	 By:
	 	 /s/ Ryan K. Michael

		  	 Name:
	 	Ryan K. Michael
		  	 Title:
	 	Senior Vice President

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		  	WEST TEXAS NATIONAL BANK
			
		  	 By:
	 	 /s/ Chris L. Whigham

		  	 Name:
	 	Chris L. Whigham
		  	 Title:
	 	Senior VP

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		  	SANTANDER BANK, N.A.
			
		  	 By:
	 	 /s/ Puiki Lok

		  	 Name:
	 	Puiki Lok
		  	 Title:
	 	VP
			
		  	 By:
	 	 /s/ Constantine Krikos

		  	 Name:
	 	Constantine Krikos
		  	 Title:
	 	VP

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		  	TEXAS CAPITAL BANK, N.A.
			
		  	 By:
	 	 /s/ Frank K. Stowers

		  	 Name:
	 	Frank K. Stowers
		  	 Title:
	 	Senior Vice President

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