EX-4.5




 Exhibit 4.5 

LEGACY RESERVES LP 
 LEGACY
RESERVES FINANCE CORPORATION 
 and 

THE GUARANTORS PARTY HERETO 
 8%
SENIOR NOTES DUE 2020 
 FIRST SUPPLEMENTAL INDENTURE 

DATED AS OF AUGUST 25, 2015, 

WELLS FARGO BANK, NATIONAL ASSOCIATION, 

as Trustee 








 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. 
 RECITALS 

WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of December 4, 2012 (the
“ Indenture ”), pursuant to which the Issuers have issued $300,000,000 in the aggregate principal amount of 8% Senior Notes due 2020 (the “ Notes ”); 

WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the Guarantors and the Trustee may amend or supplement the Indenture
in order to comply with Section 4.13 thereof, without the consent of the Holders of the Notes; and 
 WHEREAS, all acts and things
prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument
legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed; 
 NOW,
THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as
follows: 
 ARTICLE 1 

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all purposes. 
 Section 1.02. This Supplemental Indenture shall
become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee. 
 ARTICLE 2 

From this date, in accordance with Section 4.13 and by executing this Supplemental Indenture, the Guarantors whose signatures appear
below are subject to the provisions of the Indenture to the extent provided for in Article 10 thereunder. 
 ARTICLE 3 

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed ( mutatis
mutandis ) and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture. 








 Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the
Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto. 

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of
such executed copies together shall represent the same agreement. 
 [NEXT PAGE IS SIGNATURE PAGE] 








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

					
	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


  

			
	LEGACY RESERVES FINANCE CORPORATION
	By:	 	 /s/ James Daniel Westcott

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


 Signature page to 2020 Notes First Supplemental Indenture 








 
			
	GUARANTORS:
	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
	
	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 SERVICES, INC.
	By:	 	 /s/ James Daniel Westcott

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


 Signature page to 2020 Notes First Supplemental Indenture 








 
			
	DEW GATHERING LLC
	By:	 	 /s/ James Daniel Westcott

	Name:	 	James Daniel Westcott
	Title:	 	Executive Vice President and Chief Financial Officer
	
	LEGACY RESERVES ENERGY SERVICES LLC
	By:	 	 /s/ James Daniel Westcott

	Name:	 	James Daniel Westcott
	Title:	 	Executive Vice President and Chief Financial Officer
	
	PINNACLE GAS TREATING LLC
	By:	 	 /s/ James Daniel Westcott

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


 Signature page to 2020 Notes First Supplemental Indenture 








 
			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee

	By:	 	 /s/ John C. Stohlmann

	Name:	 	John C. Stohlmann
	Title:	 	Vice President


 Signature page to 2020 Notes First Supplemental Indenture