0001358831-13-000005 Sample Contracts

PURCHASE AND SALE AGREEMENT AMONG COG OPERATING LLC AND CONCHO OIL & GAS LLC
Purchase and Sale Agreement • February 27th, 2013 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”) is made and entered into this 5th day of November, 2012, by and among COG OPERATING LLC, a Delaware limited liability company (“COG”), CONCHO OIL & GAS LLC, a Texas limited liability company (“Concho LLC”, together with COG, “Seller”), and LEGACY RESERVES OPERATING LP, a Delaware limited partnership (“Buyer”). Buyer and Seller are collectively referred to as the “Parties” and individually as a “Party.”

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Third Amendment to Second Amended and Restated Credit Agreement among
Credit Agreement • February 27th, 2013 • Legacy Reserves Lp • Crude petroleum & natural gas • Texas

This Third Amendment to Second Amended and Restated Credit Agreement (this “Third Amendment”) dated as of September 28, 2012, 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.

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