EX-10.10




 Exhibit 10.10 

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 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 








 TABLE OF CONTENTS 

 

							
	 	    	 	  	Page	 
	 ARTICLE I DEFINITIONS AND ACCOUNTING MATTERS
	  	 	1	 
	 Section 1.01
	    	 Terms Defined Above
	  	 	1	 
	 Section 1.02
	    	 Certain Defined Terms
	  	 	1	 
	 Section 1.03
	    	 [Reserved]
	  	 	24	 
	 Section 1.04
	    	 Terms Generally
	  	 	24	 
	 Section 1.05
	    	 Accounting Terms and Determinations; GAAP
	  	 	24	 
	 Section 1.06
	    	 Designation and Conversion of E&P Subsidiaries
	  	 	24	 
		
	 ARTICLE II THE CREDITS
	  	 	25	 
	 Section 2.01
	    	 Loans
	  	 	25	 
	 Section 2.02
	    	 Loans and Borrowings
	  	 	26	 
	 Section 2.03
	    	 Requests for Borrowings
	  	 	26	 
	 Section 2.04
	    	 [Reserved]
	  	 	27	 
	 Section 2.05
	    	 Funding of Borrowings
	  	 	27	 
		
	 ARTICLE III PAYMENTS; PREPAYMENTS; FEES
	  	 	28	 
	 Section 3.01
	    	 Repayment of Loans
	  	 	28	 
	 Section 3.02
	    	 Interest
	  	 	28	 
	 Section 3.03
	    	 [Reserved]
	  	 	29	 
	 Section 3.04
	    	 Prepayments
	  	 	29	 
	 Section 3.05
	    	 Fees
	  	 	33	 
		
	 ARTICLE IV PAYMENTS; PRO RATA TREATMENT; SHARING OF
SET-OFFS.
	  	 	33	 
	 Section 4.01
	    	 Payments Generally; Pro Rata Treatment; Sharing of
Set-offs
	  	 	33	 
	 Section 4.02
	    	 Presumption of Payment by the Borrower
	  	 	35	 
	 Section 4.03
	    	 [Reserved]
	  	 	35	 
		
	 ARTICLE V INCREASED COSTS; TAXES
	  	 	35	 
	 Section 5.01
	    	 Increased Costs
	  	 	35	 
	 Section 5.02
	    	 [Reserved]
	  	 	35	 
	 Section 5.03
	    	 Taxes
	  	 	35	 
	 Section 5.04
	    	 Designation of Different Lending Office
	  	 	39	 
	 Section 5.05
	    	 [Reserved]
	  	 	40	 
	 Section 5.06
	    	 Replacement of Lenders Under Certain Circumstances
	  	 	40	 
		
	 ARTICLE VI CONDITIONS PRECEDENT
	  	 	40	 
	 Section 6.01
	    	 Effective Date
	  	 	40	 
	 Section 6.02
	    	 Each Credit Event
	  	 	42	 
		
	 ARTICLE VII REPRESENTATIONS AND WARRANTIES
	  	 	43	 
	 Section 7.01
	    	 Organization; Powers
	  	 	43	 
	 Section 7.02
	    	 Authority; Enforceability
	  	 	44	 
	 Section 7.03
	    	 Approvals; No Conflicts
	  	 	44	 
	 Section 7.04
	    	 Financial Position; No Material Adverse Change
	  	 	44	 
	 Section 7.05
	    	 Litigation
	  	 	45	 
	 Section 7.06
	    	 Environmental Matters
	  	 	45	 
	 Section 7.07
	    	 Compliance with the Laws and Agreements; No Defaults
	  	 	46	 

  

  
 i 










							
	 Section 7.08
	    	 Investment Company Act
	  	 	46	 
	 Section 7.09
	    	 Taxes
	  	 	46	 
	 Section 7.10
	    	 ERISA
	  	 	46	 
	 Section 7.11
	    	 Disclosure; No Material Misstatements
	  	 	47	 
	 Section 7.12
	    	 Insurance
	  	 	48	 
	 Section 7.13
	    	 Restriction on Liens
	  	 	48	 
	 Section 7.14
	    	 Subsidiaries
	  	 	48	 
	 Section 7.15
	    	 Location of Business and Offices
	  	 	48	 
	 Section 7.16
	    	 Properties; Titles, Etc.
	  	 	48	 
	 Section 7.17
	    	 Maintenance of Properties
	  	 	49	 
	 Section 7.18
	    	 [Reserved]
	  	 	49	 
	 Section 7.19
	    	 East Texas Acreage
	  	 	50	 
	 Section 7.20
	    	 Swap Agreements
	  	 	50	 
	 Section 7.21
	    	 Use of Loans
	  	 	50	 
	 Section 7.22
	    	 Solvency
	  	 	50	 
	 Section 7.23
	    	 USA PATRIOT; AML Laws; Anti-Corruption Laws and Sanctions
	  	 	50	 
	 Section 7.24
	    	 International Operations
	  	 	51	 
		
	 ARTICLE VIII AFFIRMATIVE COVENANTS
	  	 	51	 
	 Section 8.01
	    	 Financial Statements; Other Information
	  	 	51	 
	 Section 8.02
	    	 Notices of Material Events
	  	 	54	 
	 Section 8.03
	    	 Existence; Conduct of Business
	  	 	55	 
	 Section 8.04
	    	 Payment of Obligations
	  	 	55	 
	 Section 8.05
	    	 Performance of Obligations under Term Loan Documents
	  	 	55	 
	 Section 8.06
	    	 Operation and Maintenance of Properties
	  	 	55	 
	 Section 8.07
	    	 Insurance
	  	 	56	 
	 Section 8.08
	    	 Books and Records; Inspection Rights
	  	 	56	 
	 Section 8.09
	    	 Compliance with Laws
	  	 	56	 
	 Section 8.10
	    	 Environmental Matters
	  	 	56	 
	 Section 8.11
	    	 Further Assurances
	  	 	57	 
	 Section 8.12
	    	 Reserve Reports
	  	 	58	 
	 Section 8.13
	    	 [Reserved]
	  	 	58	 
	 Section 8.14
	    	 Additional Collateral; Additional Guarantors
	  	 	58	 
	 Section 8.15
	    	 ERISA Compliance
	  	 	60	 
	 Section 8.16
	    	 Marketing Activities
	  	 	60	 
	 Section 8.17
	    	 E&P Subsidiaries
	  	 	60	 
	 Section 8.18
	    	 [Reserved]
	  	 	61	 
	 Section 8.19
	    	 Accounts
	  	 	61	 
	 Section 8.20
	    	 Hedging
	  	 	61	 
		
	 ARTICLE IX NEGATIVE COVENANTS
	  	 	62	 
	 Section 9.01
	    	 Financial Covenants
	  	 	62	 
	 Section 9.02
	    	 Debt
	  	 	62	 
	 Section 9.03
	    	 Liens
	  	 	64	 
	 Section 9.04
	    	 Dividends, Distributions and Redemptions; Repayment of Senior Notes and Priority Lien
Debt
	  	 	64	 
	 Section 9.05
	    	 Investments, Loans and Advances
	  	 	66	 
	 Section 9.06
	    	 Nature of Business
	  	 	67	 
	 Section 9.07
	    	 [Reserved]
	  	 	67	 
	 Section 9.08
	    	 Proceeds of Loans; OFAC
	  	 	67	 
	 Section 9.09
	    	 ERISA Compliance
	  	 	68	 

  

  
 ii 










							
	 Section 9.10
	    	 [Reserved]
	  	 	69	 
	 Section 9.11
	    	 Mergers, Etc.
	  	 	69	 
	 Section 9.12
	    	 Sale of Properties
	  	 	70	 
	 Section 9.13
	    	 Environmental Matters
	  	 	71	 
	 Section 9.14
	    	 Transactions with Affiliates
	  	 	72	 
	 Section 9.15
	    	 Subsidiaries
	  	 	72	 
	 Section 9.16
	    	 Negative Pledge Agreements; Dividend Restrictions
	  	 	72	 
	 Section 9.17
	    	 Gas Imbalances,
Take-or-Pay or Other Prepayments
	  	 	73	 
	 Section 9.18
	    	 Swap Agreements
	  	 	73	 
	 Section 9.19
	    	 New Accounts
	  	 	73	 
	 Section 9.20
	    	 Volumetric Production Payment
	  	 	73	 
		
	 ARTICLE X EVENTS OF DEFAULT; REMEDIES
	  	 	74	 
	 Section 10.01
	    	 Events of Default
	  	 	74	 
	 Section 10.02
	    	 Remedies
	  	 	76	 
	 Section 10.03
	    	 Disposition of Proceeds
	  	 	77	 
		
	 ARTICLE XI THE ADMINISTRATIVE AGENT
	  	 	77	 
	 Section 11.01
	    	 Appointment; Powers
	  	 	77	 
	 Section 11.02
	    	 Duties and Obligations of Administrative Agent
	  	 	77	 
	 Section 11.03
	    	 Action by Administrative Agent
	  	 	78	 
	 Section 11.04
	    	 Reliance by Administrative Agent
	  	 	79	 
	 Section 11.05
	    	 Subagents
	  	 	79	 
	 Section 11.06
	    	 Resignation or Removal of Administrative Agent
	  	 	79	 
	 Section 11.07
	    	 Administrative Agent and Lenders
	  	 	80	 
	 Section 11.08
	    	 No Reliance
	  	 	80	 
	 Section 11.09
	    	 Administrative Agent May File Proofs of Claim
	  	 	80	 
	 Section 11.10
	    	 Authority of Administrative Agent to Release Collateral and Liens
	  	 	81	 
	 Section 11.11
	    	 [Reserved]
	  	 	81	 
	 Section 11.12
	    	 Right to Realize on Collateral and Enforce Guarantee
	  	 	81	 
		
	 ARTICLE XII MISCELLANEOUS
	  	 	82	 
	 Section 12.01
	    	 Notices
	  	 	82	 
	 Section 12.02
	    	 Waivers; Amendments
	  	 	84	 
	 Section 12.03
	    	 Expenses; Indemnity; Damage Waiver
	  	 	86	 
	 Section 12.04
	    	 Successors and Assigns
	  	 	88	 
	 Section 12.05
	    	 Survival; Revival; Reinstatement
	  	 	91	 
	 Section 12.06
	    	 Counterparts; Integration; Effectiveness
	  	 	92	 
	 Section 12.07
	    	 Severability
	  	 	92	 
	 Section 12.08
	    	 Right of Setoff
	  	 	92	 
	 Section 12.09
	    	 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS
	  	 	93	 
	 Section 12.10
	    	 Headings
	  	 	94	 
	 Section 12.11
	    	 Confidentiality
	  	 	94	 
	 Section 12.12
	    	 Interest Rate Limitation
	  	 	94	 
	 Section 12.13
	    	 EXCULPATION PROVISIONS
	  	 	95	 
	 Section 12.14
	    	 [Reserved]
	  	 	95	 
	 Section 12.15
	    	 No Third Party Beneficiaries
	  	 	95	 
	 Section 12.16
	    	 USA PATRIOT Act
	  	 	96	 
	 Section 12.17
	    	 Non-Fiduciary Status
	  	 	96	 
	 Section 12.18
	    	 [Reserved]
	  	 	96	 

  

  
 iii 










							
	 Section 12.19
	 	 General Partner Liability
	  	 	96	 
	 Section 12.20
	 	 [Reserved]
	  	 	97	 
	 Section 12.21
	 	 INTERCREDITOR AGREEMENT
	  	 	97	 
	 Section 12.22
	 	 Acknowledgement and Consent to Bail-In of EEA Financial
Institutions
	  	 	97	 

  

			
	ANNEXES:	  	
		
	Annex 1	  	Commitments
		
	SCHEDULES:	  	
		
	Schedule 1.02	  	East Texas Acreage
	Schedule 7.05	  	Litigation
	Schedule 7.14	  	Subsidiaries
	Schedule 7.15	  	Location of Business and Office
	Schedule 7.20	  	Swap Agreements
		
	EXHIBITS:	  	
		
	Exhibit A	  	Form of Term Loan Note
	Exhibit B	  	Form of Compliance Certificate
	Exhibit C	  	Form of Term Loan Security Instruments
	Exhibit D	  	Form of Assignment and Assumption
	Exhibit E-1—E-4	  	Form of U.S. Tax Compliance Certificate
	Exhibit F	  	Form of Intercreditor Agreement
	Exhibit G	  	Form of Borrowing Request

  
  

  
 iv 









 NINTH AMENDMENT TO 

THIRD AMENDED AND RESTATED CREDIT AGREEMENT

 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. 

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 as of April 17,
2014, that certain Second Amendment to Third Amended and Restated Credit Agreement dated as of May 22, 2014, that certain Third Amendment to Third Amended and Restated Credit Agreement dated as of December 29, 2014, that certain Fourth
Amendment to Third Amended and Restated Credit Agreement dated as of February 23, 2015, that certain Fifth Amendment to Third Amended and Restated Credit Agreement dated as of August 5, 2015, that certain Sixth Amendment to Third Amended
and Restated Credit Agreement dated as of November 13, 2015, that certain Seventh Amendment to Third Amended and Restated Credit Agreement dated as of February 19, 2016 and that certain Eighth Amendment to Third Amended and Restated Credit
Agreement dated as of October 25, 2016 (as so amended prior to the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Ninth Amendment, 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 Existing 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 Ninth Amendment, shall have the meaning ascribed such term in the Credit Agreement. Unless otherwise indicated, all article,
section and exhibit references in this Ninth Amendment refer to articles, sections and exhibits of the Credit Agreement. 

  
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 Section 2. Amendments to Credit Agreement. Effective as of (a) in the case of the additions of
Sections 9.26 and 9.27 to the Existing Credit Agreement specified in Section 2.21 below, the date hereof and (b) in any other case, as of the Ninth Amendment Effective Date: 

2.1 Amendments to Section 1.02. 

(a) The following definitions are hereby amended and restated in their entirety to read as follows: 

“Agreement” means this Third Amended and Restated Credit Agreement, as amended by the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Seventh Amendment, the Eighth Amendment and the Ninth Amendment, as the same may from time to time be amended, modified, supplemented or
restated. 
 “Change in Control” means (a) the Parent ceases to (i) be the Beneficial Owner of
100% of the Equity Interests of Legacy GP, (ii) Control Legacy GP or (iii) be the Beneficial Owner of 100% of the limited partner Equity Interests in the Borrower; (b) Legacy GP ceases to be the sole general partner of the Borrower;
(c) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or greater than 50% of the properties or assets (determined by
reference to fair market value of such properties and assets at the time of such sale, lease, transfer, conveyance or other disposition) of the Borrower and its Subsidiaries taken as a whole, to any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act); (d) the adoption of a plan relating to the liquidation or dissolution of the Parent or the Borrower; (e) the consummation of any transaction (including, without limitation, any merger or
consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Equity Interests of the Parent,
measured by voting power rather than number of shares, units or the like; or (f) the first day on which a majority of the members of the Board of Directors of the Parent are not Continuing Directors. 

“Consolidated Net Income” means with respect to the Parent and the Consolidated Subsidiaries, for any period,
the aggregate of the net income (or loss) of the Parent and the Consolidated Subsidiaries after allowances for taxes for such period determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded from such
net income (to the extent otherwise included therein) the following: (a) the net income of any Person in which the Parent or a Consolidated Subsidiary has an interest (which interest does not cause the net income of such other Person to be
consolidated with the net income of the Parent and the Consolidated Subsidiaries in accordance with GAAP), except to the extent of the amount of dividends or distributions actually paid in cash during such period by such other Person to the Parent
or to a Consolidated Subsidiary (including any such payments made by an E&P 

  
 Page 2 









 
Subsidiary), as the case may be; (b) the net income (but not loss) during such period of any Consolidated Subsidiary to the extent that the declaration or payment of dividends or similar
distributions or transfers or loans by that Consolidated Subsidiary is not at the time permitted by operation of the terms of its charter or any agreement, instrument or Governmental Requirement applicable to such Consolidated Subsidiary or is
otherwise restricted or prohibited, in each case determined in accordance with GAAP; (c) the net income (or loss) of any Person acquired in a pooling-of-interests
transaction for any period prior to the date of such transaction; and (d) any extraordinary gains or losses during such period; and provided further that if the Parent or any Consolidated Subsidiary shall acquire or dispose of any Property
during such period, then Consolidated Net Income shall be calculated after giving pro forma effect to such acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such period. 

“Consolidated Subsidiaries” means, (a) with respect to the Borrower, each Subsidiary of the Borrower
(whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Borrower in accordance with GAAP and (b) with respect to the Parent, each
Subsidiary of the Parent (whether now existing or hereafter created or acquired) the financial statements of which shall be (or should have been) consolidated with the financial statements of the Parent in accordance with GAAP. 

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the
Parent who (a) was a member of such board of directors on the Ninth Amendment Effective Date or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were
members of such board of directors at the time of such nomination or election. 
 “EBITDA” means, for any
period, Consolidated Net Income for such period plus, to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for income and income based taxes paid or accrued,
(iii) depreciation, depletion, amortization, accretion and impairment, including without limitation, impairment of goodwill, (iv) reasonable transaction expenses and fees in connection with financing, acquisition and divestiture activities
permitted under this Agreement, in an aggregate amount not to exceed $5,000,000 in any four fiscal quarter period, (v) minimum payments earned in excess of overriding royalty interests, (vi) any
non-cash items associated with (a) mark to market accounting related to derivatives or investments, (b) stock based compensation arising from the grant of or issuance or replacement of stock, stock
options or other equity-based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards, in each case in connection with employee plans or other compensation arrangements, and/or
(c) any losses (or to the extent increasing the Consolidated Net Income, subtracting any gains) attributable to 

  
 Page 3 









 
writeups or writedowns of assets, including ceiling test writedowns, and asset sales and (vii) (i) reasonable and customary one-time investment
banking, legal, accounting and other reasonable and customary advisory transaction expenses and fees in connection with the Reorganization Transactions and (ii) cash consideration paid to the equityholders of Legacy GP in connection with the
Reorganization Transactions; provided that the aggregate amount under this clause (vii) shall not exceed $4,000,000; less, all non-cash items increasing Consolidated Net Income, all
calculated for the Borrower and its Subsidiaries on a consolidated basis. For the purposes of calculating EBITDA for any period of four consecutive fiscal quarters (each, a “Reference Period”), (x) if during such Reference Period
the Borrower shall have designated any Subsidiary as an E&P Subsidiary or designated an E&P Subsidiary to no longer be an E&P Subsidiary, EBITDA for such Reference Period shall be calculated on a pro forma basis as if such designation
had occurred on the first day of such Reference Period, and (y) if the Borrower or any Consolidated Subsidiary shall acquire or dispose of any Property during such period, then EBITDA shall be calculated after giving pro forma effect to such
acquisition or disposition, as if such acquisition or disposition had occurred on the first day of such period. 

“Guarantors” means (a) Legacy Reserves Operating LP, (b) Legacy Reserves Operating GP LLC,
(c) Legacy Reserves Services, Inc., (d) Legacy Reserves Energy Services LLC, (e) Dew Gathering LLC, (f) Pinnacle Gas Treating LLC, (g) the Parent Guarantors and (h) each Material Domestic Subsidiary formed or acquired during
the term of this Agreement or other Domestic Subsidiary that is a party to the Guaranty Agreement and the Security Agreement as a “Guarantor” and a “Grantor” (as such terms are defined in the Guaranty Agreement and the Security
Agreement, respectively) and guarantees the Indebtedness pursuant to Section 8.14(b). For the avoidance of doubt, it is understood and agreed that an E&P Subsidiary shall not be a Guarantor. 

“Pledge Agreement” means the Third Amended and Restated Pledge Agreement of even date herewith executed by the
Guarantors in favor of the Administrative Agent (as amended, supplemented or otherwise modified from time to time) with respect to the “Pledged Securities” as defined therein. 

“Subsidiary” means, with respect to any Person (the “parent”), (a) any other Person
(i) of which at least a majority of the outstanding Equity Interests is at the time directly or indirectly owned by the parent or one or more of its Subsidiaries or by the parent and one or more of its Subsidiaries or (ii) of which at
least a majority of the outstanding Equity Interests having by the terms thereof ordinary voting power to elect a majority of the board of directors, manager or other governing body of such Person (irrespective of whether or not at the time Equity
Interests of any other class or classes of such Person shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by the parent or one or more of its Subsidiaries or
by the parent and one or more of its Subsidiaries and (b) any partnership of which the parent or any of its Subsidiaries is a general partner. 

  
 Page 4 









 
Unless otherwise indicated herein, each reference to the term “Subsidiary” shall mean a Subsidiary of the Borrower. Notwithstanding the foregoing, until such time as the Borrower
notifies the Administrative Agent that the Person constituting an E&P Subsidiary is no longer designated an “E&P Subsidiary” hereunder, it is understood and agreed that neither such E&P Subsidiary nor any subsidiary of such
E&P Subsidiary shall be a Subsidiary of the Borrower for purposes of this Agreement and the other Loan Documents other than, to the extent such E&P Subsidiary would otherwise constitute a ‘Subsidiary’ within the meaning of such
definition, such E&P Subsidiary and its subsidiaries shall each be a Subsidiary for purposes of Section 7.06, Section 7.09, Section 7.10, Section 7.23, Section 8.10, Section 8.15, Section 9.09,
Section 9.13 and Section 12.03(b). 
 (b) The following definitions are hereby added where alphabetically appropriate to read as
follows: 
 “GP Purchase” means the acquisition by the Parent from the GP Sellers of 100% of the limited
liability company Equity Interests in Legacy GP and the admission of the Parent as the sole member of Legacy GP, in each case pursuant to the terms of the GP Purchase Agreement. 

“GP Purchase Agreement” means that certain GP Purchase Agreement, dated as of March 23, 2018, by and
among Parent and the GP Sellers, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed and understood that the GP Purchase Agreement delivered to the Administrative Agent on or prior to the date of the Ninth
Amendment is reasonably satisfactory to the Administrative Agent), as it may be amended, supplemented, restated or otherwise modified from time to time (without giving effect to any amendments, supplements, restatements or other modifications that
are materially adverse to the Lenders without the prior written consent of the Administrative Agent, it being acknowledged that any increase in any amounts beyond $3,500,000 payable to the GP Sellers thereunder shall be deemed to be materially
adverse). 
 “GP Sellers” means, collectively, Brothers Production Properties, Ltd., Brothers Production
Company, Inc., Brothers Operating Company, Inc., J&W McGraw Properties, Ltd., Moriah Properties, Ltd., DAB Resources, Ltd. and H2K Holdings, Ltd. 

“Legacy GP” means Legacy Reserves GP, LLC, a Delaware limited liability company. 

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of March 23, 2018, by and
among the Borrower, Legacy GP, Parent and Legacy Reserves Merger Sub LLC, a Delaware limited liability company, in form and substance reasonably satisfactory to the Administrative Agent (it being agreed and understood that the Merger Agreement
delivered to the Administrative Agent on or prior to the date of the Ninth Amendment is reasonably satisfactory to the Administrative Agent), as it may be amended, supplemented, restated or 

  
 Page 5 









 
otherwise modified from time to time (without giving effect to any amendments, supplements, restatements or other modifications that are materially adverse to the Lenders without the prior
written consent of the Administrative Agent, it being acknowledged that any increase in any amounts beyond $50,000 payable thereunder shall be deemed to be materially adverse). 

“Ninth Amendment” means that certain Ninth Amendment to Third Amended and Restated Credit Agreement, dated as
of March 23, 2018, among the Borrower, the Guarantors, the Administrative Agent and the Lenders party thereto. 

“Ninth Amendment Effective Date” has the meaning ascribed to such term in the Ninth Amendment. 

“Parent” means Legacy Reserves Inc., a Delaware corporation. 

“Parent Guarantors” means, collectively, the Parent and Legacy GP. 

“Reorganization Transactions” means the corporate reorganization of the Borrower and its Subsidiaries, as
described in the Merger Agreement and the GP Purchase Agreement, which transactions include, without limitation: (A) the formation by Legacy GP of the Parent and the formation by the Parent of Legacy Reserves Merger Sub, LLC a Delaware limited
liability company (“Merger Sub”), (B) the GP Purchase on the terms set forth in the GP Purchase Agreement, (C) the merger of Merger Sub with and into the Borrower, with the Borrower surviving such merger and the Borrower’s
limited partner interests being 100% owned by the Parent as a result thereof and (D) the exchange of the Borrower’s common and preferred Equity Interests for common Equity Interests in the Parent on the terms set forth in the Merger
Agreement. 
 “Subsidiary Guarantor” means any Subsidiary of the Borrower that is a Guarantor. 

(c) Clause (e) of the definition of “Excepted Liens” is hereby amended by replacing the reference therein to “the
Borrower” with “the Parent Guarantors, the Borrower”. 
 (d) Clause (i) of the definition of “Excluded
Accounts” is hereby amended by replacing the reference therein to “the Borrower” with “the Parent Guarantors, the Borrower”. 

(e) The definition of “Indebtedness” is hereby amended by replacing the phrase “relating to the Borrower or any of its
Subsidiaries” with the phrase “relating to the Borrower or any of its Subsidiaries or any Guarantor”. 
 (f) The definition of
“Second Lien Loan Documents” is hereby amended by replacing the phrase “the Borrower or any of its Subsidiaries” with the phrase “the Borrower or any of its Subsidiaries or any Guarantor”. 

  
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 (g) Each of the definitions “Consolidated Cash Balance”, “First Lien Debt”,
“Interest Expense”, “Secured Debt” and “Total Debt” is hereby amended by replacing each instance of the word “Borrower” with the word “Parent”. 

(h) Each of the definitions “Available Cash” and “Legacy Reserves GP, LLC” is hereby deleted in its entirety. 

2.2 Amendment to Section 2.08(j). Section 2.08(j) is hereby amended by replacing the phrase “the Borrower
or any of its Subsidiaries” with the phrase “the Borrower or any of its Subsidiaries or any Guarantor”. 
 2.3 Amendment to
Section 3.04(d). Section 3.04(d) is hereby amended by (a) replacing each instance of the phrase “the Borrower or any Subsidiary” with the phrase “the Borrower or any Subsidiary or any Guarantor”
and (b) replacing the phrase “the Borrower or such Subsidiary” with the phrase “the Borrower or such Subsidiary or such Guarantor”. 

2.4 Amendment to Section 7.14. Section 7.14 is hereby amended by adding a new sentence at the end thereof to read as
follows: “The Parent does not directly own any Equity Interests in any Person other than Equity Interests in the Borrower and Legacy GP, and Legacy GP does not directly own any Equity Interests in any Person other than Equity Interests in the
Borrower.” 
 2.5 Amendment to Section 7.21. Clause (b) of Section 7.21 is hereby amended and
restated in its entirety to read as follows: “(b) to make Restricted Payments permitted by Section 9.04,”. 
 2.6 Amendment
to Article VII. Article VII is hereby amended by (a) replacing the phrase “The Borrower represents and warrants to the Lenders that:” immediately before Section 7.01 with the phrase “The Borrower (and each Parent
Guarantor, in the case of Section 7.27) represents and warrants to the Lenders that:” and (b) adding a new Section 7.27 thereto to read as follows: 

Section 7.27 Representations and Warranties of the Parent Guarantors. Each of the Parent Guarantors hereby makes
each of the representations and warranties to the Lenders set forth in Section 7.01, Section 7.02, Section 7.03, Section 7.04, Section 7.05, Section 7.06, Section 7.07, Section 7.08, Section 7.09,
Section 7.10, Section 7.11, Section 7.12, Section 7.13, Section 7.14, Section 7.21, Section 7.22 and Section 7.23, as if each reference to “the Borrower” therein were a reference to “such Parent
Guarantor”, and provided that each reference in each such representation and warranty to the Borrower’s knowledge shall, for the purposes of this Section 7.27, be deemed to be a reference to such Parent Guarantor’s knowledge.


  
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 2.7 Amendment to Section 8.01(a)-(c). Each of Sections 8.01(a), (b) and
(c) is hereby amended and restated in its entirety to read as follows: 
 (a) Annual Financial Statements. As
soon as available, but in any event not later than 90 days after the end of each fiscal year, the Parent’s audited consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and
for such year, setting forth in each case in comparative form the figures for the previous fiscal year (which, for the avoidance of doubt, may be against the financial statements of the Borrower for any period prior to the closing of the
Reorganization Transactions), all reported on by independent public accountants of recognized national standing and reasonably acceptable to the Administrative Agent (without a “going concern” or like qualification or exception and without
any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial position and results of operations of the Parent and its Consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently applied. 
 (b) Quarterly Financial
Statements. As soon as available, but in any event not later than 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent, its consolidated balance sheet and related statements of operations,
shareholders’ equity and cash flows as of the end of and for such quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of
the balance sheet, as of the end of) the previous fiscal year (which, for the avoidance of doubt, may be against the financial statements of the Borrower for any period prior to the closing of the Reorganization Transactions), all certified by a
Financial Officer of the Parent as presenting fairly in all material respects the financial position and results of operations of the Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied,
subject to normal year-end audit adjustments and the absence of footnotes. 
 (c)
Certificate of Financial Officer – Compliance. Concurrently with any delivery of financial statements under Section 8.01(a) or Section 8.01(b), a certificate of a Financial Officer of the Parent and the Borrower in
substantially the form of Exhibit B hereto (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting
forth reasonably detailed calculations demonstrating compliance with Section 9.01, (iii) stating whether any change in GAAP or in the application thereof has occurred since the Effective Date and, if any such change has occurred, specifying the
effect of such change on the financial statements accompanying such certificate and (iv) specifying each Subsidiary and E&P Subsidiary. 

  
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 2.8 Amendment to Section 8.01(h). Section 8.01(h) is hereby
amended and restated in its entirety to read as follows: 
 (h) Other Accounting Reports. Promptly upon receipt
thereof, a copy of each other report or letter submitted to the Parent, the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Parent, the Borrower
or any such Subsidiary, and a copy of any response by the Parent, the Borrower or any such Subsidiary to such letter or report. 
 2.9
Amendment to Section 8.01(i). Section 8.01(i) is hereby amended by replacing the phrase “the Borrower or any Subsidiary” with “the Parent, the Borrower or any Subsidiary”. 

2.10 Amendment to Section 8.01(p). Section 8.01(p) is hereby amended by replacing the phrase “the Borrower
or any of its Subsidiaries” with “any Parent Guarantor, the Borrower or any of its Subsidiaries”. 
 2.11 Amendment to
Section 8.01(q). Section 8.01(q) is hereby amended by replacing the phrase “the Borrower or any of its Subsidiaries” with “any Parent Guarantor, the Borrower or any of its Subsidiaries”. 

2.12 Amendment to Section 8.02(b). Section 8.02(b) is hereby amended by replacing the
phrase “the Borrower or any Subsidiary thereof” therein with the phrase “any Parent Guarantor, the Borrower or any Subsidiary thereof”. 

2.13 Amendment to Article VIII. Article VIII is hereby amended by (a) replacing the phrase “the Borrower covenants and agrees
with the Lenders that:” immediately before Section 8.01 with the phrase “The Borrower (and each Parent Guarantor, in the case of Section 8.01, Section 8.02 and Section 8.21) covenants and agrees with the Lenders
that:” and (b) adding a new Section 8.21 to read as follows: 
 Section 8.21 Affirmative Covenants of
the Parent Guarantors. Each of the Parent Guarantors hereby covenants and agrees to comply with each of the covenants set forth in Section 8.03, Section 8.04, Section 8.05, Section 8.07, Section 8.08, Section 8.09,
Section 8.10, Section 8.11, Section 8.15, Section 8.19 and Section 8.20, as if each reference to “the Borrower” therein were a reference to “such Parent Guarantor”; provided, however, that, so long
as the aggregate balance held in all Deposit Accounts, Securities Accounts and Commodity Accounts of the Parent Guarantors does not at any time exceed $500,000, the Parent Guarantors shall be under no obligation with respect to Section 8.20
prior to the 30th day following the Ninth Amendment Effective Date (or such later date as the Administrative Agent may agree to in its sole discretion). 

2.14 Amendment to Section 9.01. Section 9.01 is hereby amended by replacing each instance of the word
“Borrower” with the word “Parent”. 

  
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 2.15 Amendment to Section 9.04(a). Section 9.04(a) is hereby
amended and restated in its entirety to read as follows: 
 (a) Restricted Payments. The Borrower and the Parent
Guarantors will not, and will not permit any of their respective Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of their
Property to their respective Equity Interest holders, except (i) the Parent may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified
Capital Stock); (ii) Subsidiaries of the Borrower may declare and pay dividends or distributions ratably with respect to their Equity Interests; (iii) so long as both before and immediately after giving effect to such Restricted Payment,
(A) no Default or Event of Default has occurred and is continuing or would result therefrom, (B) the Borrower has unused Commitments of not less than 20% of the total Commitments then in effect and (C) the ratio of Total Debt as of
such time (including the effect of any Borrowings or other Debt used to make such Restricted Payment) to EBITDA for the four fiscal quarters ending on the last day of the fiscal quarter immediately preceding the date of determination for which
financial statements are available is equal to or less than 3.00 to 1.00, the Borrower may declare and pay cash dividends to the Parent, and the Parent may declare and pay cash dividends to its Equity Interest holders; (iv) if no Default or
Event of Default has occurred and is continuing or would exist after giving effect thereto, the repurchase or other acquisition of equity securities, limited partnership interest or units of the Parent not to exceed $2,500,000 in the aggregate since
the Eighth Amendment Effective Date, from employees, former employees, directors or former directors of the Parent or its Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the
terms of the agreements (including employment agreements) or plans (or amendments thereto) or other arrangements approved by the board of directors of the Parent under which such equity securities, limited partnership interest or units were granted,
issued or sold; and (v) the Borrower may declare and pay dividends or distributions to the Parent in an amount equal to (A) Taxes then due and owing by the Parent and (B) reasonable and customary accounting, public company and other
overhead and administrative costs and expenses (exclusive of any markup or premium), including reasonable and customary director’s fees and expenses, incurred by the Parent in the ordinary course of business. 

2.16 Amendment to Section 9.04(b)(i). Section 9.04(b)(i) is hereby amended by (a) replacing the word
“and” at the end of clause (A) with a comma, (b) adding the word “or” at the end of clause (B) and (c) adding the following as a new clause (C): “(C) with the Net Cash Proceeds of any sale of Equity Interests
(other than Disqualified Capital Stock) of the Parent or in exchange solely for Equity Interests (other than Disqualified Capital Stock) of the Parent”. 

  
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 2.17 Amendments to Section 9.05. 

(a) Section 9.05(g) is hereby amended and restated in its entirety to read as follows: 

(g) Investments (i) made by the Borrower in or to the Subsidiary Guarantors, (ii) made by any Subsidiary in or to the
Borrower or any Subsidiary Guarantor, and (iii) made by the Borrower or any Subsidiary Guarantor in Subsidiaries that are not Guarantors, provided that the aggregate of all Investments made by the Borrower and the Subsidiary Guarantors
in or to all Subsidiaries that are not Guarantors shall not exceed $20,000,000 at any time, and only to the extent an Event of Default or Borrowing Base Deficiency does not exist and would not result from making such Investments. 

(b) Section 9.05(m) is hereby added to Section 9.05 to read as follows: 

(m) loans and advances made by the Borrower to the Parent to the extent any such loan or advance (i) is made in lieu of a
Restricted Payment permitted pursuant to Section 9.04 or otherwise under this Agreement and (ii) if made as a Restricted Payment, would be permitted pursuant to Section 9.04 or otherwise under this Agreement. 

2.18 Amendment to Section 9.11. Section 9.11 is hereby amended by deleting the last paragraph thereof in its
entirety. 
 2.19 Amendment to Section 9.14. Section 9.14 is hereby amended and restated in its entirety to
read as follows: 
 Section 9.14 Transactions with Affiliates. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and Wholly-Owned Subsidiaries of the Borrower)
(each, an “Affiliate Transaction”) unless (a) such transactions are otherwise permitted under this Agreement and are upon fair and reasonable terms no less favorable to it than it would obtain in a comparable arm’s length
transaction with a Person not an Affiliate and (b) the Borrower delivers to the Administrative Agent and Lenders: (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration
in excess of $25.0 million but less than or equal to $50.0 million, an officers’ certificate of a Responsible Officer certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this
Section 9.14; or (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50.0 million, an officers’ certificate of a Responsible Officer
certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 9.14 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by the board of directors
of the Parent (so long as the members of the board of directors are disinterested) or a majority of the disinterested members of the board of directors of the Parent, in each case pursuant to a resolution set forth in such officers’
certificate. 

  
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 2.20 Amendment to Section 9.21(a). The final proviso of
Section 9.21(a) is hereby amended and restated in its entirety to read as follows: “provided, further the Borrower and its Subsidiaries shall be permitted to make an optional or voluntary Redemption of the Second Lien Loans
with (1) the proceeds of Permitted Refinancing Debt or (2) the Net Cash Proceeds of any sale of Equity Interests (other than Disqualified Capital Stock) of the Parent or in exchange solely for Equity Interests (other than Disqualified
Capital Stock) of the Parent”. 
 2.21 Amendments to Article IX. Article IX is hereby amended by (a) replacing the phrase
“the Borrower covenants and agrees with the Lenders that:” immediately before Section 9.01 with the phrase “The Borrower (and each Parent Guarantor, in the case of Section 9.01, Section 9.04(a), Section 9.24,
Section 9.25, Section 9.26 and Section 9.27) covenants and agrees with the Lenders that:” and (b) adding a new Section 9.24, Section 9.25, Section 9.26 and Section 9.27 thereto to read as follows: 

Section 9.24 Passive Holding Company Status of Parent Guarantors. Neither of the Parent Guarantors shall engage in
any operating or business activities or other transactions and shall not directly hold Equity Interests of any Subsidiary except the Borrower or Legacy GP; provided that the following shall be permitted in any event: (a) the maintenance
of its legal existence (including the ability to incur fees, costs and expenses relating to such maintenance), (b) the performance of its obligations with respect to the Loan Documents, the Second Lien Loan Documents, the Senior Notes and any
Permitted Refinancing Debt of the foregoing, (c) any public offering of the Parent’s common stock or any other issuance or sale of the Parent’s Equity Interests and, in each case, the redemption thereof, (d) payment of taxes and
dividends to its Equity Interest holders and making contributions to the capital of the Borrower and its Subsidiaries, (e) participating in tax, accounting and other administrative matters as a member of the consolidated group of the Parent and
its Subsidiaries or the making and filing of any reports required by any Governmental Authority, (f) holding any cash or cash equivalents incidental to any activities permitted under this Section 9.24, (g) providing indemnification to
officers, managers and directors, (h) managing, through its board of directors, directors, officers and managers, the business of the Borrower and its Subsidiaries and (i) any other activities incidental to the foregoing. Notwithstanding
the foregoing, no Parent Guarantor shall (i) incur, create, assume or suffer to exist any Debt or other material liabilities or material obligations (including any obligations (whether contingent or otherwise) under Swap Agreements or
guarantees of any obligations under Swap Agreements), except (A) nonconsensual obligations (other than Debt) imposed by operation of law, (B) pursuant to any Loan Documents, any Second Lien Loan Documents, any Senior Notes or any Permitted


  
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Refinancing Debt of the foregoing to which it is a party or (C) pursuant to Section 9.05(h); (ii) incur, assume or permit to exist any Lien on any of its Properties (now owned or
hereafter acquired), except (A) pursuant to any Loan Documents or any Second Lien Loan Documents or any Permitted Refinancing Debt of the foregoing to which it is a party and (B) for Excepted Liens; (iii) make or permit to remain
outstanding any Investment in any Person other than (A) Investments of the type described in Section 9.05(c) through (f), (B) loans and advances to the Borrower and the Subsidiary Guarantors and (C) capital contributions to the
Borrower; (iv) Redeem any Senior Notes, Second Lien Loans or any Permitted Refinancing Debt in respect of the foregoing, or any Debt of any other Person; (v) merge into or with or consolidate with any other Person, or sell, lease or
otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its Property to any other Person; or (vi) sell, assign, convey or otherwise transfer any Property except for (A) Restricted
Payments permitted by Section 9.04(a) and (B) transfers of any Property to the Borrower or any Subsidiary Guarantor. 

Section 9.25 Negative Covenants of the Parent Guarantors. Each of the Parent Guarantors hereby covenants and
agrees to comply with each of the covenants set forth in Section 9.04(b)(ii), Section 9.04(c), Section 9.09, Section 9.14, Section 9.16, Section 9.21(b), and Section 9.22, as if each reference to “the
Borrower” were a reference to “such Parent Guarantor”; provided, however, that, so long as the aggregate balance held in all Deposit Accounts, Securities Accounts and Commodity Accounts of the Parent Guarantors does not at any
time exceed $500,000, the Parent Guarantors shall be under no obligation with respect to Section 9.22 prior to the 30th day following the Ninth Amendment Effective Date (or such later date as the Administrative Agent may agree to in its sole
discretion). 
 Section 9.26 Certain Settlements. Each of the Borrower and the Parent Guarantors will not, and
will not permit their Subsidiaries or the Parent to, at any time, without the prior written approval of the Administrative Agent, make any payment in any form (including cash, securities or other Property, but excluding any payments made with the
proceeds of insurance) in respect of any settlement of any action, suit, proceeding, investigation or arbitration relating to the Reorganization Transactions in excess of $10,000,000. 

Section 9.27 LTIP. Each of the Borrower and the Parent Guarantors will not, and will not permit their Subsidiaries
to, declare or make, or agree to pay or make, directly or indirectly, any payment in any form (including cash, securities or other Property) pursuant to the Amended and Restated Long-Term Incentive Plan of the Borrower, dated August 17, 2007,
as amended by the First Amendment, dated June 12, 2015, as it may be further amended, restated, amended and restated or otherwise modified from time to time or any related employment or other 

  
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agreement (any such payment, an “LTIP Payment”) on account of or in connection with the Reorganization Transactions and any other LTIP Payments on or after the date of the Ninth
Amendment in respect of grant years 2018 and prior, other than (i) cash LTIP Payments up to $30,000,000 in the aggregate and (ii) any such LTIP Payment taking the form of common Equity Interests in the Parent. 

2.22 Amendment to Section 10.01. Section 10.01 is hereby amended by replacing the phrase “the Borrower or
any of its Subsidiaries”, the phrase “the Borrower, any of its Subsidiaries” and the phrase “the Borrower and its Subsidiaries” with the phrase “the Borrower or any of its Subsidiaries or any Guarantor”. 

2.23 Amendment to Section 12.03(b)(ii). Section 12.03(b)(ii) is hereby amended by replacing the phrase “THE
BORROWER OR ANY OF ITS SUBSIDIARIES” with “THE BORROWER OR ANY OF ITS SUBSIDIARIES OR ANY GUARANTOR”. 
 2.24 Amendment to
Section 12.08. Section 12.08 is hereby amended by replacing the phrase “the Borrower or any of its Subsidiaries” with the phrase “the Borrower or any of its Subsidiaries or any Guarantor”. 

2.25 Amendment to Section 12.19. Section 12.19 is hereby amended and restated in its entirety to read as
follows: 
 Section 12.19 Joinder of Parent Guarantors. By executing and delivering the Ninth Amendment, effective as of the
Ninth Amendment Effective Date, each of the Parent and Legacy GP hereby becomes a party to this Agreement with the same force and effect as if originally named herein and hereby agrees to be bound by the terms of this Agreement. In furtherance of
the foregoing, on the Ninth Amendment Effective Date, each of the Parent and Legacy GP shall execute and deliver to the Administrative Agent a joinder with respect to its obligations under this Agreement, which shall be in form and substance
reasonably satisfactory to the Administrative Agent. Each of the Parent and Legacy GP hereby represents and warrants that each of the representations and warranties applicable to it in this Agreement 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. 

Section 3. Consent to Reorganization Transactions. 

3.1 So long as the Ninth Amendment Effective Date has occurred by December 31, 2018 (as may be extended with the consent of the
Administrative Agent), the Lenders hereby (a) agree that (i) none of the Reorganization Transactions shall constitute (A) a merger or consolidation in violation of Section 9.11 or (B) a transaction with an Affiliate in
violation of Section 9.14 and (ii) the Change in Control that results on account of the Reorganization Transactions is hereby waived in its entirety and is deemed not to have occurred and (b) consent


  
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to the Borrower’s payment of cash in lieu of fractional shares held by its limited partner Equity Interest holders pursuant to the terms of the Merger Agreement in an amount up to $50,000
(or such greater amount as the Administrative Agent may agree to in its sole discretion) and the Borrower’s payment to Parent of the cash consideration to be paid by Parent to the equityholders of Legacy GP pursuant to the GP Purchase Agreement
in an amount up to $3,500,000 (or such greater amount as the Administrative Agent may agree to in its sole discretion). 
 3.2 Except as
expressly waived herein, all covenants, obligations and agreements of the Borrower and each Guarantor contained in the Credit Agreement (as amended hereby) and the other Loan Documents shall remain in full force and effect in accordance with their
terms. Without limitation of the foregoing, the foregoing waiver is hereby granted to the extent and only to the extent specifically stated herein and for no other purpose and shall not be deemed to (a) be a consent or agreement to, or waiver
or modification of, or amendment to, any other term or condition of the Credit Agreement (as amended hereby), any other Loan Document or any of the documents referred to therein, (b) except as expressly set forth herein, prejudice any right or
rights which the Administrative Agent or the Lenders may now have or may have in the future under or in connection with the Credit Agreement (as amended hereby), any other Loan Document or any of the documents referred to therein, or
(c) constitute any course of dealing or other basis for altering any obligation of the Borrower or any right, privilege or remedy of the Administrative Agent or the Lenders under the Credit Agreement (as amended hereby), the other Loan
Documents, or any other contract or instrument. Granting the waiver set forth herein does not and should not be construed to be an assurance or promise that consents or waivers will be granted in the future, whether for the matters herein stated or
on other unrelated matters. 
 Section 4. Conditions Precedent. This Ninth 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 “Ninth Amendment Effective Date”): 

4.1 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 Ninth Amendment signed on behalf of such Person. 
 4.2 The Administrative Agent shall
have received from the Borrower and each Guarantor (including the Parent Guarantors) counterparts (in such number as may be requested by the Administrative Agent), signed on behalf of such Person, of amendments, joinders and/or assumption agreements
with respect to each of this Agreement, the Guaranty Agreement, the Pledge Agreement and the Security Agreement, in each case with respect to the joinder of the Parent Guarantors, each of which shall be in form and substance reasonably satisfactory
to the Administrative Agent. 
 4.3 The Administrative Agent shall be reasonably satisfied that the Security Instruments create first
priority, perfected Liens on all of the Property of the Parent Guarantors, and the Administrative Agent shall have received certificates, if any, together with undated, blank stock powers for such certificates, representing all of the issued and
outstanding certificated Equity Interests in each subsidiary pledged pursuant to the Pledge Agreement. 

  
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 4.4 The Administrative Agent shall have received a certificate (which may be the same certificate
delivered pursuant to Section 4.8 and 4.10) of each Parent Guarantor setting forth (i) resolutions of the board of directors or other managing body with respect to the authorization of each Parent Guarantor to execute and deliver the Loan
Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) the individuals (A) who are authorized to sign the Loan Documents to which such Parent Guarantor is a party and (B) who will,
until replaced by another individual duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the other Loan Documents to
which it is a party, (iii) specimen signatures of such authorized individuals, and (iv) the articles or certificate of incorporation or formation and bylaws, operating agreement or partnership agreement, as applicable, of each Parent
Guarantor, in each case, certified as being true and complete. 
 4.5 The Administrative Agent shall have received certificates of the
appropriate State agencies with respect to the existence, qualification and good standing of each Parent Guarantor, if any. 
 4.6 The
Administrative Agent shall have received an opinion of Kirkland & Ellis, LLP, special counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, as to such matters as the Administrative Agent may
reasonably request. 
 4.7 The Administrative Agent shall have received an executed copy of an amendment to the Second Lien Intercreditor
Agreement, by and among the Administrative Agent, the Second Lien Administrative Agent, the Borrower and the Guarantors (including the Parent Guarantors), in form and substance reasonably satisfactory to the Administrative Agent. Each of the Lenders
party hereto hereby instructs and authorizes the Administrative Agent to enter into such amendment on its behalf. 
 4.8 The Administrative
Agent shall have received a certificate (which may be the same certificate delivered pursuant to Section 4.4 and 4.10) of a Responsible Officer of the Borrower certifying (a) that attached thereto is a true, correct and complete copy of
the Fourth Amendment to the Second Lien Credit Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, and shall in any event amend the Second Lien Credit Agreement in the same manner as the Credit
Agreement is to be amended by this Ninth Amendment (the “Second Lien Amendment”) and (b) as to the aggregate amount of all consent, amendment and other fees payable to the holders of the Second Lien Loans in connection with the
Second Lien Amendment and/or the Reorganization Transactions (the “Second Lien Amendment Fee”). The “Fourth Amendment Effective Date” under and as defined in the Second Lien Credit Agreement shall have occurred (or shall
occur substantially concurrently with the Ninth Amendment Effective Date). 
 4.9 The Administrative Agent and the Lenders shall have
received all fees and other amounts due and payable pursuant to the Credit Agreement on or prior to the Ninth Amendment Effective Date, including (a) fees and expenses invoiced by Paul Hastings LLP prior to the Ninth Amendment Effective Date
and (b) to the extent any Second Lien Amendment Fee or any Senior Notes Amendment Fee (as defined below) is paid by the Obligors or any Affiliate thereof, an amendment fee payable to the Administrative Agent, for the account of each Lender that
has 

  
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executed this Ninth Amendment (each such Lender, a “Consenting Lender”), in an amount equal to the greater of (i) the product of such Consenting Lender’s Applicable
Percentage of the Commitments on the Ninth Amendment Effective Date multiplied by the Second Lien Amendment Fee and (ii) the product of such Consenting Lender’s Applicable Percentage of the Commitments on the Ninth Amendment Effective Date
multiplied by the Senior Notes Amendment Fee. 
 4.10 The Administrative Agent shall have received a certificate (which may be the same
certificate delivered pursuant to Section 4.4 and 4.8) of a Responsible Officer certifying (a) that attached thereto is a true and complete copy of the amendment with respect to the Borrower’s Senior Indentures with respect to the
Reorganization Transactions (the “Senior Notes Amendment”), (b) as to the aggregate amount of all consent, amendment and other fees payable to the holders of the Senior Notes in connection with the Senior Notes Amendment and/or the
Reorganization Transactions (the “Senior Notes Amendment Fee”), (c) that the Merger Agreement and the transactions described therein have been approved by at least a majority of the votes cast of the Borrower’s limited partner
unitholders entitled to vote on the matter; (d) that the consummation of the Reorganization Transactions will not violate or result in a default under any indenture, agreement, preferred stock designation or other instrument binding upon the
Borrower or any of its Subsidiaries or their Properties, or give rise to a right thereunder to require any payment to be made by the Borrower or such Subsidiary and will not result in the creation or imposition of any Lien on any Property of the
Borrower or any of its Subsidiaries; (e) that the Reorganization Transactions have been consummated (or will be consummated substantially simultaneously with the Ninth Amendment Effective Date) pursuant to the terms and conditions set forth in
the Merger Agreement and GP Purchase Agreement and (f) neither the Merger Agreement nor the GP Purchase Agreement nor any provision thereof shall have been modified, amended, restated or waived by the Borrower or any of its Affiliates, and
neither the Borrower nor any of its Affiliates shall have granted any consent thereunder, in each case in a manner that is materially adverse to the Lenders, without the prior written consent of the Administrative Agent (it being acknowledged that
any increase in any amounts payable beyond, in the case of the GP Purchase Agreement, $3,500,000 and, in the case of the Merger Agreement, $50,000, thereunder shall be deemed to be materially adverse). 

4.11 No Default shall have occurred and be continuing as of the Ninth Amendment Effective Date. 

4.12 The Administrative Agent shall have received such other documents as the Administrative Agent or its counsel may reasonably require. 

The Administrative Agent is hereby authorized and directed to declare this Ninth Amendment to be effective and to declare the occurrence of
the Ninth Amendment Effective Date when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section 4 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. 

  
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 Section 5. Miscellaneous. 

5.1 Confirmation. The provisions of the Credit Agreement, as amended by this Ninth Amendment, shall remain in full force and effect
following the effectiveness of this Ninth Amendment. 
 5.2 Ratification and Affirmation; Representations and Warranties. Each
Obligor hereby (a) acknowledges the terms of this Ninth 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 Ninth 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, (iii) no event or events have occurred which individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect and (iv) the Parent Guarantors, the Borrower and each of the other Guarantors reasonably expect in good faith that no additional Taxes are payable by the Parent Guarantors, the Borrower
and their respective Subsidiaries in cash as a result of the Reorganization Transactions; and (d) agrees that from and after the Ninth Amendment Effective Date each reference to the Credit Agreement in the other Loan Documents shall be deemed
to be a reference to the Credit Agreement, as amended by this Ninth Amendment. 
 5.3 Counterparts. This Ninth 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 Ninth Amendment by telecopy, facsimile,
email or other electronic means shall be effective as delivery of a manually executed counterpart hereof. 
 5.4 No Oral
Agreement. This Ninth 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. 
 5.5
GOVERNING LAW. THIS NINTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS. 

5.6 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 Ninth 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. 

  
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 5.7 Severability. Any provision of this Ninth 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. 
 5.8 Successors and
Assigns. This Ninth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 

5.9 Loan Document. This Ninth Amendment is a “Loan Document” as defined and described in the Credit Agreement, and all of the
terms and provisions of the Credit Agreement relating to Loan Documents shall apply hereto. 
 5.10 RELEASE. FOR GOOD AND
VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE BORROWER AND EACH OTHER OBLIGOR HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH LENDER, EACH
AGENT, THE ARRANGER, THE ISSUING BANK, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, TRUSTEES, ATTORNEYS, AGENTS, ADVISORS (INCLUDING ATTORNEYS, ACCOUNTANTS AND EXPERTS) AND AFFILIATES
(COLLECTIVELY THE “RELEASED PARTIES” AND INDIVIDUALLY A “RELEASED PARTY”) FROM ANY AND ALL ACTIONS, CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, EXECUTIONS, SUITS, DEBTS, LIABILITIES,
COSTS, DAMAGES, EXPENSES OR OTHER OBLIGATIONS OF ANY KIND AND NATURE WHATSOEVER, KNOWN OR UNKNOWN, DIRECT AND/OR INDIRECT, AT LAW OR IN EQUITY, WHETHER NOW EXISTING OR HEREAFTER ASSERTED (INCLUDING, WITHOUT LIMITATION, ANY OFFSETS, REDUCTIONS,
REBATEMENT, CLAIMS OF USURY OR CLAIMS WITH RESPECT TO THE NEGLIGENCE OF ANY RELEASED PARTY), FOR OR BECAUSE OF ANY MATTERS OR THINGS OCCURRING, EXISTING OR ACTIONS DONE, OMITTED TO BE DONE, OR SUFFERED TO BE DONE BY ANY OF THE RELEASED
PARTIES, IN EACH CASE, ON OR PRIOR TO THE DATE HEREOF AND ARE IN ANY WAY DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS NINTH AMENDMENT, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (COLLECTIVELY, THE “RELEASED MATTERS”). THE BORROWER AND EACH OTHER OBLIGOR, BY EXECUTION HEREOF, HEREBY ACKNOWLEDGES AND AGREES THAT THE AGREEMENTS IN THIS SECTION 5.10 ARE INTENDED TO
COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS. 
 5.11
Termination. Notwithstanding anything herein to the contrary, to the extent the Ninth Amendment Effective Date has not occurred by December 31, 2018, then, except as stated in the immediately following sentence, (a) this Amendment
shall be null and void and (b) the Existing Credit Agreement shall continue in full force and effect without giving effect to any amendments, waivers or other provisions contained herein shall be reinstated. Notwithstanding the foregoing, the
addition of Section 9.26 to the Existing Credit Agreement specified in Section 2.21 above shall survive any termination pursuant to this Section 5.11. 

[SIGNATURES BEGIN NEXT PAGE] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Ninth 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


  

	
	 SIGNATURE PAGE

NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	LEGACY RESERVES SERVICES, INC.
	
	DEW GATHERING LLC
	
	PINNACLE GAS TREATING LLC
	
	LEGACY RESERVES ENERGY SERVICES LLC
	
	LEGACY RESERVES GP, LLC
	
	LEGACY RESERVES INC.
		
	By:	 	 /s/ James Daniel Westcott

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



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT












							
	ADMINISTRATIVE AGENT:	 		 	WELLS FARGO BANK, NATIONAL
		 		 	ASSOCIATION, as Administrative Agent and a Lender
				
		 		 	By:	 	 /s/ Stephanie Harrell

		 		 	Name:	 	Stephanie Harrell
		 		 	Title:	 	Vice President


  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT












							
	LENDERS:	 		 	COMPASS BANK
				
		 		 	By:	 	 /s/ Rachel Festervand

		 		 	Name:	 	Rachel Festervand
		 		 	Title:	 	Senior Vice President


  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	UBS AG, STAMFORD BRANCH
		
	By:	 	 /s/ Darlene Arias

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

	Name:	 	Craig Pearson
	Title:	 	Associate Director



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Kevin M. Behan

	Name:	 	Kevin M. Behan
	Title:	 	Managing Director



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	ROYAL BANK OF CANADA
		
	By:	 	 /s/ Jay T. Sartain

	Name:	 	Jay T. Sartain
	Title:	 	Authorized Signatory



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	AG ENERGY FUNDING, LLC
		
	By:	 	 /s/ Todd Dittman

	Name:	 	Todd Dittman
	Title:	 	Authorized Signatory



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Stephanie Balette

	Name:	 	Stephanie Balette
	Title:	 	Authorized Officer



  

	
	 SIGNATURE PAGE

NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	BMO HARRIS FINANCING, INC.
		
	By:	 	 /s/ Melissa Guzmann

	Name:	 	Melissa Guzmann
	Title:	 	Director



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	BARCLAYS BANK PLC
		
	By:	 	 /s/ Sydney G. Dennis

	Name:	 	Sydney G. Dennis
	Title:	 	Director



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











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

	Name:	 	Michael Willis
	Title:	 	Managing Director
		
	By:	 	 /s/ Page Dillehunt

	Name:	 	Page Dillehunt
	Title:	 	Managing Director



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











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

	Name:	 	Cliff Vaz
	Title:	 	Vice President



  

	
	 SIGNATURE PAGE

NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	SOCIETE GENERALE
		
	By:	 	 /s/ Max Sonnonstine

	Name:	 	Max Sonnonstine
	Title:	 	Director



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	 BRANCH BANKING AND TRUST

COMPANY

		
	By:	 	 /s/ Greg Krablin

	Name:	 	Greg Krablin
	Title:	 	Vice President



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	WEST TEXAS NATIONAL BANK
		
	By:	 	 /s/ C. Scott Wilson

	Name:	 	C. Scott Wilson
	Title:	 	Senior Vice President



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	FIFTH THIRD BANK
		
	By:	 	 /s/ Justin Bellamy

	Name:	 	Justin Bellamy
	Title:	 	Director



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT











 
			
	BP ENERGY COMPANY
		
	By:	 	 /s/ Timothy Yee

	Name:	 	Timothy Yee
	Title:	 	Attorney-in-Fact



  

	
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NINTH AMENDMENT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT