Item 1.02 Termination of a Material Definitive Agreement.

On October 19, 2009, Legacy Reserves Operating L.P., a wholly owned subsidiary of Legacy Reserves LP ("Legacy"), and Black Oak Resources, LLC ("Black Oak") executed a Mutual Termination Agreement and Release ("Termination Agreement") of the Participation Agreement (the "Participation Agreement") previously entered into by the parties on September 24, 2008. Under the Participation Agreement, Legacy had agreed to invest up to $20 million over three years in the acquisition and development of all oil and natural gas properties acquired by Black Oak during such period. Legacy has not been required to make any investments jointly with Black Oak pursuant to the Participation Agreement. Legacy did not incur any costs related to the termination of the Participation Agreement. The Termination Agreement releases Legacy from all duties, rights, claims, obligations and liabilities arising from, in connection with, or relating to, the Participation Agreement, including the obligation to offer certain business opportunities to Black Oak.

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