Twelfth Amendment dated March 21, 2019 to the Third Amended and Restated Credit Agreement, dated as of April 1, 2014 among Legacy Reserves Inc., the guarantors named therein, Wells Fargo Bank, National Association, as administrative agent and the lenders signatory thereto

This TWELFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Twelfth Amendment”) dated as of March 21, 2019, 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 as Issuing Lender; and the Lenders and each Lender in its capacity as Secured Swap Party (collectively, the “Lenders”) signatory hereto.

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, that certain Eighth Amendment to Third Amended and Restated Credit Agreement dated as of October 25, 2016, that certain Ninth Amendment to Third Amended and Restated Credit Agreement dated as of March 23, 2018, that certain Tenth Amendment to Third Amended and Restated Credit Agreement dated as of September 14, 2018 and that certain Eleventh Amendment to Third Amended and Restated Credit Agreement dated as of September 20, 2018 (as so amended prior to the date hereof, the “Existing Credit Agreement,” and the Existing Credit Agreement, as amended by this Twelfth 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 and waive 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:

Section1Defined Terms. As used in this Twelfth Amendment, each of the terms defined in the opening paragraph and the Recitals above shall have the meanings assigned to such terms

therein. Each term defined in the Credit Agreement, as amended hereby, and used herein without definition shall have the meaning assigned to such term in the Credit Agreement, as amended hereby, unless expressly provided to the contrary. Each term defined in a Secured Swap Agreement, as amended hereby, and used herein, without definition herein or in the Credit Agreement, shall have the meaning assigned to such term in such Secured Swap Agreement. Article, Section, Schedule, and Exhibit references are to Articles and Sections of and Schedules and Exhibits to the Existing Credit Agreement, unless otherwise specified. The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Twelfth Amendment shall refer to this Twelfth Amendment as a whole and not to any particular provision of this Twelfth Amendment. The term “including” means “including, without limitation”. Paragraph headings have been inserted in this Twelfth Amendment as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Twelfth Amendment and shall not be used in the interpretation of any provision of this Twelfth Amendment.

Section2Amendments to Credit Agreement.

2.1Amendments to Section 1.02.

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

(b)The following definitions are hereby added where alphabetically appropriate to read as follows:

2.2Amendment to Section 1.06(a). Section 1.06(a) is hereby amended by inserting at the end of thereof: “The Borrower shall not designate any Subsidiary as an E&P Subsidiary after the Twelfth Amendment Effective Date.”

2.3Amendment to Section 2.03. The paragraph following Section 2.03(j) is hereby amended by replacing the amount “$20,000,000” with the following:

2.4Amendment to Section 2.07(b). Section 2.07(b) is hereby amended by inserting, immediately prior to the end of the first sentence, the following: “provided that there shall not be a Scheduled Redetermination on April 1, 2019 and notwithstanding anything to the contrary in this Section 2.07(b), there shall not be an Interim Redetermination between the Twelfth Amendment Effective Date and the Maturity Date.”

2.5Amendment to Section 2.07(e). Section 2.07(e) is hereby amended by deleting it in its entirety and replacing it with the following:

2.6Amendment to Section 2.08(a). Section 2.08(a) is hereby amended by inserting the following sentence at the end thereof.

2.7Amendment to Section 3.02(c). Section 3.02(c)(i) is hereby amended by deleting it in its entirety and replacing it with the following:

2.8Amendment to Section 3.04(e). Section 3.04(e) clause (B) is hereby amended by replacing the amount “$20,000,000” with the following:

“(x) prior to April 1, 2019, $20,000,000 and (y) on or after April 1, 2019, $15,000,000”.

2.9Amendment to Section 6.02(e). Section 6.02(e) is hereby amended by replacing the amount “$20,000,000” with the following:

2.10Amendments to Section 8.01.

(a)Section 8.01(l) is hereby amended by deleting the phrase “having a value, individually or in the aggregate, in excess of $1,000,000 (in each case as assigned to such Oil and Gas Properties in the most recently delivered Reserve Report)”.

(b)Section 8.01(o) is hereby amended by deleting it in its entirety and replacing it with the following:

(c)Section 8.01(t) is hereby amended by deleting the word “Specified” and replacing it with the word “Material”.

(d)Section 8.01 is hereby amended by inserting the following clause (u) at the end thereof:

2.11Amendment to Section 8.14(a). The second paragraph of Section 8.14(a) is hereby amended by deleting it in its entirety and replacing it with the following:

2.12Amendment to Section 8.18. Section 8.18 is hereby amended by replacing the amount “$20,000,000” with the following:

2.13Amendment to Article VIII. Article VIII is hereby amended by inserting the following Section 8.22.

2.14Amendment to Section 9.01(a). Section 9.01(a) is hereby amended by:

(a)deleting “1.0 to 1.0” and replacing it with “.70 to 1.0”.

(b)inserting the following clause (f):

2.15Amendment to Section 9.12. Section 9.12 is hereby amended by deleting the text of each of clauses (d), (e) and (g) and replacing it with “intentionally omitted”. Section 9.12 is hereby further amended by inserting the following at the end of Section 9.12:

2.16Amendment to Section 9.19. Section 9.19 is hereby amended by deleting it in its entirety and replacing it with the following:

3.1The Administrative Agent shall have received from each Lender (including in its capacity as a Secured Swap Party (as applicable), the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Twelfth Amendment signed on behalf of such Person.

3.2The Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower certifying that attached thereto is a true, correct and complete copy of the Seventh 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 Twelfth Amendment (the “Second Lien Amendment”). The “Seventh Amendment Effective Date” under and as defined in the Second Lien Credit Agreement shall have occurred (or shall occur substantially concurrently with the Twelfth Amendment Effective Date).

3.3The Borrower shall have paid the fees and expenses of the Administrative Agent’s counsel and financial advisors submitted to the Borrower on or before the date all of the conditions set forth in this Section 3 hereof have been satisfied and all other fees and expenses (including invoiced retainers to Orrick Herrington & Sutcliffe LLP and RPA Advisors) required to be paid as of or prior to such date by Section 12.03 of the Credit Agreement or any other provision of a Loan Document.

3.4The Administrative Agent shall have received the 13-Week Budget and the Capital Expenditure Budget.

a.The Administrative Agent shall have received in cash, for the benefit of the Lenders, an extension fee in an amount equal to $2,012,500; and

b.on the Twelfth Amendment Effective Date, an amount equal to $862,500, shall be fully earned as of the Twelfth Amendment Effective Date but shall be payable to the Administrative Agent for the benefit of all Lenders, as of the earlier to occur of the (i) Maturity Date or (ii) acceleration of the Loans.

3.6Notwithstanding anything to the contrary in the Credit Agreement, the Borrower shall pledge and deposit with the Administrative Agent, for the benefit of the Issuing Bank on the Twelfth Amendment Effective date, or with the consent of the Issuing Bank, within five (5) Business Days of the Twelfth Amendment Effective Date), an amount in cash in dollars equal to the LC Exposure plus any accrued and unpaid interest thereon, which cash collateral shall be held by the Administrative Agent for the benefit of each Issuing Bank and the Lenders in accordance with and subject to Section 2.08(j) until the Maturity Date.

The Administrative Agent is hereby authorized and directed to declare this Twelfth Amendment to be effective and to declare the occurrence of the Twelfth 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 3 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.

4.1Limited Waiver.

a.Subject to the terms and conditions hereof, the Administrative Agent and each Lender agrees to waive, the occurrence and continuation of the Waiver Defaults and not to exercise any rights or remedies under the Credit Agreement and the Loan Documents and applicable law on account of the Waiver Defaults. The Borrower and each Obligor acknowledges and agrees that upon the occurrence of any Default or Event of Default (other than the Waiver Defaults) under the Credit Agreement and the Loan Documents, the Administrative Agent will be free, in accordance with the Credit Agreement and applicable Loan Documents and applicable law, to exercise any rights and remedies available to them at that time on account of any Default or Event of Default that occurs and remains uncured. For the purposes of this Twelfth Amendment, “Waiver Defaults” means (i) the Borrower and each Parent Guarantor’s failure to comply with Section 9.01(a) of the Existing Credit Agreement for the fiscal quarter ending December 31, 2018 and (ii) the Borrower’s failure to deliver its audited consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows for 2018 without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit.

b.The Borrower and each Obligor acknowledges that on the date hereof all outstanding Indebtedness is payable in accordance with their terms and the Borrower and each Obligor waives any defense, offset, counterclaim or recoupment with respect thereto. The Secured Parties hereby expressly reserve all of their rights, remedies, and claims under the Loan Documents and the Secured Swap Agreements. Except as expressly provided herein with respect to the Waiver Defaults, nothing in this Agreement shall constitute a waiver or relinquishment of (i) any Default or Event of Default under any of the Loan Documents or termination event, default or event of default under or in relation to any Secured Swap Agreement, (ii) any of the agreements, terms or conditions contained in any of the Loan Documents or Secured Swap Agreements except as expressly amended hereby, (iii) any rights or remedies of any Secured Party with respect to the Loan Documents and Secured Swap Agreements except as expressly amended hereby, or (iv) the rights of any Secured Party to collect the full amounts owing to them under the Loan Documents and the Secured Swap Agreements.

c.Each Loan Party hereby agrees and acknowledges that the Secured Parties require and will require strict performance by the Loan Parties of all of their respective obligations, agreements and covenants contained in the Credit Agreement and the other Loan Documents (including any action or circumstance which is prohibited or limited during the existence of a Default or Event of Default) and each Secured Swap Agreement, and no inaction or action by any Secured Party regarding any Default, Event of Default, termination event or event of default is intended to be or shall be a waiver thereof. Each Loan Party hereby also agrees and acknowledges that no course of dealing and no delay in exercising any right, power, or remedy conferred to any Secured Party in the Credit Agreement or in any other Loan Documents or Secured Swap Agreement or now or hereafter existing at law, in equity, by statute, or otherwise shall operate as a waiver of or otherwise prejudice any such right, power, or remedy.

d.Furthermore, each party hereto hereby agrees that, in no event and under no circumstance shall any past or future discussions with the Administrative Agent or any other Secured Party, serve to (i) cause a modification of the Loan Documents or any Secured Swap Agreement, (ii) establish a custom or course of dealing with respect to any of the Loan Documents or Secured Swap Agreement, (iii) operate as a waiver of any existing or future Default or Event of Default (as defined in the Credit Agreement) under the Loan Documents or Secured Swap Agreement, event of default or termination event, as amended hereby, (iv) entitle any Loan Party to any other or further notice or demand whatsoever beyond those required by the Loan Documents, as amended hereby or any Secured Swap Agreement, or (v) in any way modify, change, impair, affect, diminish or release any Loan Party’s obligations or liability under the Loan Documents or any Secured Swap Agreement, as amended hereby, or any other liability any Loan Party may have any Secured Party.

4.2Confirmation. The provisions of the Credit Agreement, as amended by this Twelfth Amendment, shall remain in full force and effect following the effectiveness of this Twelfth Amendment.

4.3Ratification and Affirmation; Representations and Warranties. Each Obligor hereby (a) acknowledges the terms of this Twelfth 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 Twelfth 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) it has not designated any Subsidiary as an E&P Subsidiary; and (d) agrees that from and after the Twelfth 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 Twelfth Amendment. Without limiting the foregoing, each Guarantor hereby ratifies, confirms, acknowledges and agrees that its obligations under the Guaranty are in full force and effect and that such Guarantor continues to unconditionally and irrevocably guarantee the full and punctual payment, when due, whether at stated maturity or earlier by acceleration or otherwise, all of the Guaranteed Obligations (as defined in the Guaranty) as such Guaranteed Obligations may have been amended by this Agreement, and its execution and delivery of this Agreement does not indicate or establish an approval or consent requirement by such Guarantor under the Guaranty, in connection with the execution and delivery of amendments, consents or waivers to the Credit Agreement or any of the other Loan Documents or any Secured Swap Agreement. Each of the Grantors have granted to the Administrative Agent, a valid, binding, perfected, enforceable, first priority (subject to Permitted Liens) Liens in the Collateral and all Deed of Trust Property and all other assets described in the Security Instruments and such Liens are not subject to avoidance, subordination, recharacterization, recovery, attack, offset, counterclaim, or defense of any kind;

4.4Counterparts. This Twelfth 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 Twelfth Amendment by telecopy, facsimile, email or other electronic means shall be effective as delivery of a manually executed counterpart hereof.

4.5No Oral Agreement. This Twelfth 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.

4.6GOVERNING LAW. THIS TWELFTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

4.7Payment of Expenses. In accordance with Section 12.03 of the Credit Agreement and without limiting the rights of any Lender under 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, including, without limitation, the reasonable fees and disbursements of counsel and financial advisor to the Administrative Agent, promptly upon receipt.

4.8Severability. Any provision of this Twelfth 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.

4.9Successors and Assigns. This Twelfth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

4.10Loan Document. This Twelfth 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. Without limiting the foregoing, any breach of representations, warranties, and covenants under this Agreement shall be a Default or Event of Default, as applicable, under the Credit Agreement.

4.11Secured Swap Party. Each Lender party hereto that is also a Swap Secured Party, and each of the Borrower and each of its Subsidiaries party to a Secured Swap Agreement, hereby agrees that, notwithstanding anything in any Secured Swap Agreement to the contrary, the Borrower shall, and shall cause its Subsidiaries to, close out and early terminate each Secured Swap Agreement at the request of any Secured Swap Party (in its sole and absolute discretion, provided, that, each Secured Swap Party agrees to make such request no later than May 28, 2019), with notice to the Administrative Agent, and otherwise in accordance with Section 9.19 of the Credit Agreement (as amended by the Twelfth Amendment to the Credit Agreement). The Borrower shall enter into any amendment or other modification of a Secured Swap Agreement to effectuate the foregoing. For avoidance of doubt, the foregoing is not intended to modify any provision or any right of any Secured Swap Party except as expressly set forth herein.

DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN ANY WAY CONNECTED TO ANY OF THIS TWELFTH 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 4.12 ARE INTENDED TO COVER AND BE IN FULL SATISFACTION FOR ALL OR ANY ALLEGED INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE RELEASED MATTERS. THE BORROWER AND EACH OTHER OBLIGOR HEREBY FURTHER AGREES THAT IT WILL NOT SUE ANY RELEASED PARTY ON THE BASIS OF ANY RELEASED MATTER RELEASED, REMISED AND DISCHARGED BY THE BORROWER AND THE OBLIGORS PURSUANT TO THIS SECTION 4. IN AGREEING TO THIS SECTION 4, THE BORROWER AND EACH GUARANTOR CONSULTED WITH, AND HAS BEEN REPRESENTED BY, LEGAL COUNSEL AND EXPRESSLY DISCLAIM ANY RELIANCE ON ANY REPRESENTATIONS, ACTS OR OMISSIONS BY ANY OF THE RELEASED PARTIES AND HEREBY AGREES AND ACKNOWLEDGES THAT THE VALIDITY AND EFFECTIVENESS OF THE RELEASES SET FORTH HEREIN DO NOT DEPEND IN ANY WAY ON ANY SUCH REPRESENTATIONS, ACTS AND/OR OMISSIONS OR THE ACCURACY, COMPLETENESS OR VALIDITY HEREOF. THE PROVISIONS OF THIS SECTION 4, SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AND PAYMENT IN FULL OF THE OBLIGATIONS.

IN WITNESS WHEREOF, the parties hereto have caused this Twelfth Amendment to be duly executed as of the date first written above.