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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP

Limited Liability Partnership LLP Agreement

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF LEGACY RESERVES LP | Document Parties: LEGACY RESERVES LP | Legacy Reserves GP, LLC You are currently viewing:
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Title: AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF LEGACY RESERVES LP
Date: 11/8/2007
Industry: Oil and Gas - Integrated     Sector: Energy

AMENDMENT NO. 1 TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF LEGACY RESERVES LP, Parties: legacy reserves lp , legacy reserves gp  llc
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EXHIBIT 99.1

Legacy Reserves LP Announces Third Quarter 2007 Results

MIDLAND, Texas, Nov. 7, 2007 (PRIME NEWSWIRE) -- Legacy Reserves LP ("Legacy") (Nasdaq:LGCY) today announced preliminary, unaudited third quarter results for 2007.

Cary Brown, Chairman and Chief Executive Officer of Legacy Reserves GP, LLC, the general partner of Legacy, said, "Our third quarter results demonstrate the effect of our successful development program and include a full quarter of results from our four second quarter acquisitions and two months of results from the acquisition closed on August 3, 2007. We look forward to a full contribution in the fourth quarter from our two acquisitions which closed on October 1, 2007, with an aggregate purchase price of approximately $73.8 million. Our continuing strategy is to evaluate acquisition opportunities with a goal to make acquisitions that are accretive to our unitholders."

Summary of Third Quarter and Nine months Ended September 30, 2007 Results

This unaudited financial information is preliminary and is subject to adjustments in connection with the final unaudited financial statements to be released on or before November 14, 2007 within Legacy's Quarterly Report on Form 10-Q.

Net income (loss) for the three-month and nine-month periods ended September 30, 2007 totaled $2.2 and ($4.8) million, or $0.08 and ($0.19) basic and diluted earnings per unit, respectively, as compared to net income of $13.9 and $6.7 million, or $0.76 and $0.42 basic and diluted earnings per unit for the three-month and nine-month periods ended September 30, 2006, respectively. Financial results for the three and nine-month periods ended September 30, 2007 were unfavorably impacted by $6.8 million and $24.4 million, respectively, of net unrealized losses on our oil, natural gas liquids ("NGL") and natural gas swaps, as the fair value of our future derivative instruments was marked to market. Financial results for the three and nine-month periods ended September 30, 2006 were favorably impacted by $22.7 million and $7.7 million, respectively, of net unrealized gains on our oil and natural gas swaps, as the fair value of these derivative instruments was marked to market. Unrealized gains and losses represent current period mark-to-market adjustments for commodity derivatives which will be settled in future periods. Unrealized gains and losses result in a non-cash impact on revenue and do not affect our ability to make our expected cash distributions.

Adjusted EBITDA totaled $18.9 million and $44.6 million for the quarter and nine months ended September 30, 2007, respectively. (See "Non-GAAP Financial Measures" and the associated table for a discussion of management's use of Adjusted EBITDA in this release and a reconciliation of Legacy's consolidated net loss to Adjusted EBITDA.)

Financial and Operating Results:

Legacy was formed in October 2005 to own and operate the oil and natural gas properties it acquired from its Founding Investors in connection with the closing of a private equity offering on March 15, 2006 ("Formation Transaction"). Inasmuch as certain assets owned by the Founding Investors were acquired by Legacy on March 15, 2006, the results of operations and production volumes from these acquired assets are excluded from the first 73 days of the nine month period ended September 30, 2006.

Production

Net oil and natural gas production averaged 5,195 and 4,469 Boe per day for the quarter and nine months ended September 30, 2007, respectively, as compared to an average of 3,241 and 2,866 Boe per day for the quarter and nine months ended September 30, 2006. Legacy's increased production resulted primarily from a combination of its acquisition of oil and natural gas properties in the Formation Transaction, its 2006 and 2007 acquisitions of producing oil and natural gas properties, from new wells drilled and completed as part of its ongoing development program, and from recompletion, restimulation, and reactivation activities completed in the second and third quarters of 2007.

Revenues and Realized Prices

For the quarters ended September 30, 2007 and 2006, oil, NGL and natural gas sales were $29.4 million and $17.4 million, respectively. Revenues for the quarters ended September 30, 2007 and 2006, including net realized gains (losses) on our oil, NGL and natural gas swaps of $0.4 million and ($4.1) million, respectively, totaled $29.8 million and $13.3 million, respectively. Revenues including net realized and unrealized gains and losses on our oil, NGL and natural gas derivative contracts were $23.0 million and $36.0 million for the quarters ended September 30, 2007 and 2006, respectively.

For the nine months ended September 30, 2007 and 2006, oil, NGL and natural gas sales were $68.1 million and $43.3 million, respectively. Revenues for the nine months ended September 30, 2007 and 2006, including net realized gains (losses) on our oil, NGL and natural gas swaps of $4.2 million and ($2.2) million, respectively, totaled $72.3 million and $41.1 million, respectively. Revenues including net realized and unrealized gains and losses on our oil, NGL and natural gas derivative contracts were $47.9 million and $48.8 million for the nine months ended September 30, 2007 and 2006, respectively.

For the quarters ended September 30, 2007 and 2006, realized oil prices, excluding oil derivative contract settlements, were $71.83 and $65.06 per barrel, respectively. Including the effects of realized gains on our oil swaps, realized oil prices were $69.12 and $36.49 per barrel, respectively.

For the same periods, realized natural gas prices were $6.54 and $7.42 per Mcf excluding natural gas derivative contract settlements. Including the effects of realized gains on our natural gas swaps, realized natural gas prices were $8.26 and $10.34 per Mcf for the quarters ended September 30, 2007 and 2006, respectively.

For the quarter ended September 30, 2007, oil, NGL and natural gas derivative contracts, all of which are in the form of swaps, covered approximately 73% of Legacy's production at a weighted average NYMEX price of $62.82 per Boe. Legacy's realized prices are less than NYMEX West Texas Intermediate and Henry Hub natural gas due to quality and location differentials. The stated results are inclusive of natural gas basis swaps that we use to improve the effectiveness of our natural gas swaps.

For the nine months ended September 30, 2007 and 2006, realized oil prices, excluding oil derivative contract settlements, were $63.15 and $62.87 per barrel, respectively. Including the effects of realized gains on our oil swaps, realized oil prices were $64.62 and $49.50 per barrel. For the same periods, realized natural gas prices were $6.54 and $6.77 per Mcf excluding natural gas derivative contract settlements, respectively. Including the effects of realized gains on our natural gas swaps, realized natural gas prices were $8.05 and $9.72 per Mcf for the nine months ended September 30, 2007 and 2006, respectively.

For the nine months ended September 30, 2007, oil, NGL and natural gas derivative contracts, all of which are in the form of swaps, covered approximately 70% of Legacy's production at a weighted average NYMEX price of $63.86 per Boe. Legacy's realized prices are less than NYMEX West Texas Intermediate and Henry Hub natural gas due to quality and location differentials. The stated results are inclusive of natural gas basis swaps that we use to improve the effectiveness of our natural gas swaps.

Subsequent to September 30, 2007, oil futures prices have increased significantly. These increases in oil price futures will require us to make larger net settlement payments under commodity swap contracts. While these payments should not significantly affect our cash flow since payments made to counterparties to these contracts should be more than offset by increased commodity prices received on the sale of our production (some of which is unhedged), the increase in oil prices, should it continue, is expected to negatively affect the fair value of our oil and NGL swap contracts as recorded in our balance sheet at December 31, 2007 and during future periods and, consequently, our reported net earnings. Changes in the recorded fair value of commodity derivatives are marked to market through earnings and are likely to result in substantial non-cash charges to earnings for the decrease in the fair value of these contracts during the fourth quarter of 2007. If oil prices continue to increase, this negative non-cash effect on earnings will become more significant. We are currently unable to estimate the effects on earnings for the fourth quarter of 2007, but the effects may be substantial.

Production Costs

For the quarters ended September 30, 2007 and 2006, production costs and ad valorem taxes, excluding production severance taxes, totaled $7.6 million ($15.86 per Boe) and $4.2 million ($13.97 per Boe), respectively. The increase in production costs is primarily related to (i) $1.8 million of costs attributable to the Binger, Ameristate, TSF, Raven Shenandoah and Raven OBO acquisitions and (ii) $0.3 million related to increases in ad valorem tax expenses. In addition, the increase in production costs per Boe is consistent with industry-wide costs increases, particularly those related to oil operations that require lifting produced oil and water or involve enhanced recovery processes.

For the nine months ended September 30, 2007 and 2006, production costs and ad valorem taxes, excluding production severance taxes, totaled $18.4 million ($15.09 per Boe) and $10.2 million ($12.98 per Boe), respectively. The increase in production costs is primarily related to (i) $2.8 million attributable to the Binger, Ameristate, TSF, Raven Shenandoah and Raven OBO acquisitions, (ii) $0.8 million related to increase in ad valorem tax expenses, (iii) $1.3 million related to the exclusion of operating results for certain assets owned by the Founding Investors for the first 73 days of 2006 and not acquired until the Formation Transaction and, (iv) $1.6 million attributable to the South Justis, Farmer Field and Kinder Morgan acquisitions.

Depletion, Depreciation and Amortization (DD&A)

DD&A expense for the quarter ended September 30, 2007 totaled $7.0 million, or $14.56 per Boe, while DD&A expense was $5.3 million, or $17.93 per Boe, for the quarter ended September 30, 2006. The increase in DD&A is primarily related to $1.7 million of DD&A related to Binger, Ameristate, TSF, Raven Shenandoah and Raven OBO acquisitions. Our DD&A expense per Boe decreased due to the additional reserves added by our recent acquisitions. Under the successful efforts method of accounting, Legacy calculates DD&A on an individual producing field basis. Changes in reserve estimates and in the timing and amount of abandonment cost estimates as well as changes in the timing and amount of development projects of one or two fields can cause variations in the aggregate DD&A rate.

DD&A expense for the nine months ended September 30, 2007 totaled $19.1 million, or $15.63 per Boe, while DD&A expense was $12.7 million, or $16.23 per Boe, for the nine months ended September 30, 2006. The increase in DD&A is primarily related to (i) $2.7 million of DD&A related to recent acquisitions, (ii) $1.1 million of DD&A related to the Legacy Formation and, (iii) $1.6 million related to acquisitions made in the second quarter of 2006.

General and Administrative Expenses (G&A)

G&A expenses for the quarters ended September 30, 2007 and 2006 totaled $1.4 million ($3.02 per Boe) and $1.2 million ($3.98 per Boe), respectively. The $0.2 million increase in total G&A expenses reflects the growth of our asset base through acquisitions. The decrease in per BOE G&A expense reflects the growth of our asset base and related produced volumes through acquisitions.

G&A expenses for the nine months ended September 30, 2007 and 2006 totaled $6.0 million ($4.95 per Boe) and $3.3 million ($4.17 per Boe), respectively. The increase in G&A expense per Boe reflects both the higher costs of being a public entity and growth of our asset base through acquisitions. In addition, professional fees related to the filing of our tax returns and K-1's for our limited partners amounted to approximately $0.5 million for the nine months ended September 30, 2007. Expenses during the nine months ended September 30, 2007 for professional fees related to the audit of our December 31, 2006 financial statements amounted to approximately $254,000. In addition, unit-based compensation expenses increased $0.9 million due to a $0.6 million non-cash expense related to the change in the estimated fair value of our unit-based compensation liability and $0.3 million of cash payments to employees exercising unit options.

Oil, NGL and Natural Gas Derivative Instruments

We have entered into the following fixed price swaps for oil and natural gas to help mitigate the risk of changing commodity prices. As of November 7, 2007, we had entered into swap agreements to receive average NYMEX West Texas Intermediate oil and Henry Hub, Waha and ANR-Oklahoma natural gas prices as summarized below starting with October, 2007 through December, 2012:


   Calendar        Annual          Average            Price
     Year      Volumes (Bbls)   Price per Bbl     Range per Bbl
   --------    -------------    -------------    ---------------
     2007          273,578         $ 68.81       $64.15 - $75.70
     2008        1,025,249         $ 68.57       $62.25 - $73.45
     2009          948,013         $ 66.65       $61.05 - $71.40
     2010          883,4

 
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