FORM OF IDR HOLDERS AGREEMENT LEGACY RESERVES LP IDR HOLDERS AGREEMENT DATED AS OF [·], 2014Idr Holders Agreement • May 6th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • Delaware
THIS IDR HOLDERS AGREEMENT dated as of [·], 2014 (as amended, modified, supplemented or restated from time to time, this “Agreement”), among LEGACY RESERVES GP, LLC, a Delaware limited liability company (the “General Partner”), LEGACY RESERVES LP, a Delaware limited partnership (the “Partnership”), and [WPX ENERGY, INC., a Delaware corporation] (“WPX”), and any other Persons signatory hereto from time to time (together with WPX, the “Unitholders”).
PURCHASE AND SALE AGREEMENT BY AND BETWEEN WPX ENERGY ROCKY MOUNTAIN, LLC (Seller) LEGACY RESERVES OPERATING LP (Buyer) LEGACY RESERVES GP, LLC (General Partner) AND LEGACY RESERVES LP (Partnership) GARFIELD COUNTY, COLORADO Dated May 2, 2014Purchase and Sale Agreement • May 6th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas • Colorado
This Purchase and Sale Agreement (the “Agreement”), is dated May 2, 2014, (the “Execution Date”) by and among WPX Energy Rocky Mountain, LLC, a Delaware limited liability company (“Seller”), with an address of 3500 One Williams Center, Tulsa, Oklahoma 74172-0135, and Legacy Reserves Operating LP, a Delaware limited partnership (“Buyer”), with an address of 303 W. Wall, Suite 1800, Midland, Texas 79701; Legacy Reserves GP, LLC, a Delaware limited liability company (“General Partner”) with an address of 303 W. Wall, Suite 1800, Midland, Texas 79701 and Legacy Reserves LP, a Delaware limited partnership (“Partnership”), with an address of 303 W. Wall, Suite 1800, Midland, Texas 79701 (each a “Party” and collectively, the “Parties”). The transaction contemplated by this Agreement may be referred to as the “Transaction.”
LEGACY RESERVES LP THIRD AMENDED AND RESTATED PARTNERSHIP AGREEMENT TERM SHEETPartnership Agreement • May 6th, 2014 • Legacy Reserves Lp • Crude petroleum & natural gas
Transaction In connection with the disposition by WPX Energy, Inc. (“WPX”) of certain oil and gas assets to Legacy Reserves LP (“LGCY”), Legacy Reserves GP, LLC (the “General Partner”) will amend and restate the LGCY partnership agreement (the “Amended Partnership Agreement”) to provide for unitized incentive distribution rights (“IDR units”), and WPX and LGCY will enter into an IDR Rights Agreement providing for certain rights and obligations of WPX and LGCY with respect to the IDR Units held by WPX (“WPX IDRs”).
