Exhibit
10.1








MUTUAL
TERMINATION AGREEMENT AND RELEASE
 
 This
Mutual Termination Agreement and Release ("Agreement") is entered into as of
October 19, 2009 (the "Effective Date") by
and between Black Oak Resources, LLC, a Delaware limited liability company
("Black Oak"),
and Legacy Reserves Operating LP, a Delaware limited partnership (“Legacy”).  Black
Oak and Legacy are referred to herein individually as a “Party” and
collectively as the “Parties”.
 
 RECITALS:
 
 WHEREAS,
Black Oak and Legacy are parties to that certain Participation Agreement dated
as of September 24, 2008 (the "Participation
Agreement");
 
 WHEREAS,
the Parties desire to terminate the Participation Agreement and to and release
each other from all duties, rights, claims, obligations and liabilities arising
from, in connection with, or relating to, the Participation Agreement as
provided herein;
 
 NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth in
this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties, intending to be
legally bound, agree as follows:
 
 Section
1.                        Termination of Participation
Agreement.  The Parties agree that, effective immediately, the
Participation Agreement is hereby terminated and is no longer in force or effect
as of the Effective Date.
 
 Section
2.                        Mutual
Release.  Each of the Parties does hereby unequivocally release
and discharge the other Party and any of its respective officers, directors,
agents, managers, employees, representatives, equityholders, legal and financial
advisors, parents, subsidiaries, affiliates, principals or partners, and any
heirs, executors, administrators, successors or assigns of any said person or
entity, from any and all duties, rights, claims, obligations and liabilities
arising from, in connection with, or relating to, the Participation Agreement,
or any action or failure to act under the Participation Agreement or in
connection therewith.
 
 Section
3.                        Representations of the
Parties. Each Party represents to the other Party that: (a) it is duly
organized and validly existing under the laws of the jurisdiction of its
incorporation and in good standing; (b) it has power to execute and perform its
obligations under this Agreement and has taken all necessary action to authorize
such execution, delivery and performance; (c) such execution, delivery and
performance do not violate or conflict with any law applicable to it, any
provision of its charter or bylaws, any order or judgment of any court or other
agency of government applicable to it or any of its assets or any contractual
restriction binding on or affecting it or any of its assets; (d) all
governmental and other consents that are required to have been obtained by it
with respect to this Agreement have been obtained and are in full force and
effect and all conditions of any such consents have been complied with; and (e)
its obligations
under this Agreement constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms.
  1
  Section
4.                        Press Release & Form
8-K. Black Oak acknowledges that Legacy is required to file a Current
Report on Form 8-K, of copy of which has been reviewed and approved by Black
Oak, with the Securities and Exchange Commission announcing the termination of
the Participation Agreement. Other than such Form 8-K, neither Party shall have
the right to make a public announcement regarding this Agreement and the
termination of the Participation Agreement unless such announcement will be made
in writing and the form and contents thereof have been previously approved in
writing by the other Party.
 
 Section
5.                        Entire Agreement.
This Agreement supersedes all prior discussions, representations, warranties and
agreements, both written and oral, among the Parties with respect to the subject
matter hereof, and contains the sole and entire agreement among the Parties with
respect to the subject matter hereof.  No prior drafts of this
Agreement and no words or phrases from any such prior drafts shall be admissible
into evidence in any action, suit or other proceeding involving this
Agreement.  Additionally, for the avoidance of doubt and without
limiting the foregoing, it is the intention of the parties hereto that this
Agreement supersede any provision or condition in the Participation Agreement
itself, including but not limited to Article 8 thereof, that would otherwise
operate to limit or restrict the ability of the parties hereto to terminate the
Participation Agreement.
 
 Section
6.                        Severability. If any
provision of this Agreement is held to be illegal, invalid or unenforceable
under any present or future laws, and if the rights or obligations of any Party
hereto under this Agreement will not be materially and adversely affected
thereby, (a) such provision will be fully severable, (b) this Agreement will be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof, and (c) the remaining provisions of this
Agreement will remain in full force and effect and will not be affected by the
illegal, invalid or unenforceable provision or by its severance from this
Agreement.
 
 Section
7.                        Governing Law. This
Agreement shall be interpreted under the laws of the State of Texas without
reference to Texas conflicts of law provisions.
 
 Section
8.                        Further
Assurances.  Each Party hereto shall, from time to time, do and
perform such further acts and execute and deliver such further instruments,
assignments and documents as may be required or reasonably requested by any
other Party to establish, maintain or protect the respective rights and remedies
of the Parties hereto and to carry out and effect the intentions and purposes of
this Agreement.
 
 Section
9.                        Binding
Effect.  All of the terms and provisions of this Agreement will
be binding upon and inure to the use and benefit of each Party and its
respective heirs, successors, legal representatives.
  2
  Section
10.                        Counterparts.  This
Agreement may be executed in multiple counterparts, each of which will be deemed
an original but all of which will constitute but one Agreement.
 
 
 IN WITNESS WHEREOF, the Parties have
caused this Mutual Termination Agreement and Release to be duly executed as of
the date first above written by their respective officers duly
authorized.
  BLACK OAK RESOURCES,
      LLCBy:
                /s/ Michael
      E. BlackMichael
      E. BlackPresident
 LEGACY RESERVES OPERATING
      LP
                  
                  By:   Legacy Reserves Operating GP,
      LLC its
                  General PartnerBy:
                /s/ Steven
      H. PruettSteven
      H. PruettPresident
      and Chief Financial Officer