0001104659-13-044430 Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • May 24th, 2013 • Legacy Reserves Lp • Crude petroleum & natural gas • New York

Introductory. Legacy Reserves LP, a Delaware limited partnership (the “Partnership”), and Legacy Reserves Finance Corporation, a Delaware corporation (“Legacy Finance,” and together with the Partnership, the “Issuers”), propose to issue and sell to the Initial Purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Issuers’ 6.625% Senior Notes due 2021 (the “Notes”). Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBC Capital Markets, LLC, UBS Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC have agreed to act as the Representatives of the several Initial Purchasers (the “Representatives”) in connection with the offering and sale of the Securities (as defined below).

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