ex_10-1.htm


    Exhibit
      10.1

     

     

     

    UNIT
      PURCHASE AGREEMENT

     

    


     

    BY
      AND AMONG

     

    LEGACY
      RESERVES LP,

     

    LEGACY
      RESERVES GP, LLC

     

    AND

     

    THE
      PURCHASERS

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

       

      
        
          
            
              
                
                  	
                          ARTICLE
                            I

                        	
                          DEFINITIONS

                        	
                          1

                        
	
                          Section
                            1.01

                        	
                          Definitions

                        	
                          1

                        
	
                          Section
                            1.02

                        	
                          Accounting
                            Procedures and Interpretation

                        	
                          5

                        
	
                          ARTICLE
                            II

                        	
                          SALE
                            AND PURCHASE

                        	
                          5

                        
	
                          Section
                            2.01

                        	
                          Sale
                            and Purchase

                        	
                          5

                        
	
                          Section
                            2.02

                        	
                          Closing

                        	
                          6

                        
	
                          Section
                            2.03

                        	
                          Independent
                            Nature of Purchasers’ Obligations and Rights

                        	
                          6

                        
	
                          ARTICLE
                            III

                        	
                          REPRESENTATIONS
                            AND WARRANTIES OF THE PARTNERSHIP

                        	
                          6

                        
	
                          Section
                            3.01

                        	
                          Existence
                            of the Partnership and its Subsidiaries.

                        	
                          6

                        
	
                          Section
                            3.02

                        	
                          Restricted
                            Units, Capitalization and Valid Issuance.

                        	
                          7

                        
	
                          Section
                            3.03

                        	
                          SEC
                            Documents

                        	
                          8

                        
	
                          Section
                            3.04

                        	
                          No
                            Material Adverse Change

                        	
                          9

                        
	
                          Section
                            3.05

                        	
                          Litigation

                        	
                          9

                        
	
                          Section
                            3.06

                        	
                          No
                            Breach

                        	
                          9

                        
	
                          Section
                            3.07

                        	
                          Authority

                        	
                          10

                        
	
                          Section
                            3.08

                        	
                          Approvals

                        	
                          10

                        
	
                          Section
                            3.09

                        	
                          MLP
                            Status

                        	
                          10

                        
	
                          Section
                            3.10

                        	
                          Investment
                            Company Status

                        	
                          10

                        
	
                          Section
                            3.11

                        	
                          Valid
                            Private Placement

                        	
                          10

                        
	
                          Section
                            3.12

                        	
                          Certain
                            Fees

                        	
                          10

                        
	
                          Section
                            3.13

                        	
                          No
                            Side Agreements

                        	
                          10

                        
	
                          Section
                            3.14

                        	
                          Form
                            S-3 Eligibility

                        	
                          11

                        
	
                          Section
                            3.15

                        	
                          Taxes

                        	
                          11

                        
	
                          Section
                            3.16

                        	
                          Acknowledgment
                            Regarding Purchase of Restricted Units

                        	
                          11

                        
	
                          Section
                            3.17

                        	
                          Compliance
                            with Laws

                        	
                          11

                        
	
                          Section
                            3.18

                        	
                          Insurance

                        	
                          11

                        
	
                          Section
                            3.19

                        	
                          No
                            Integrated Offering

                        	
                          12

                        
	
                          Section
                            3.20

                        	
                          Registration
                            Rights

                        	
                          12

                        
	
                          Section
                            3.21

                        	
                          Record
                            Date; Distributions

                        	
                          12

                        
	
                          ARTICLE
                            IV

                        	
                          REPRESENTATIONS
                            AND WARRANTIES OF EACH PURCHASER

                        	
                          12

                        
	
                          Section
                            4.01

                        	
                          Valid
                            Existence

                        	
                          12

                        
	
                          Section
                            4.02

                        	
                          No
                            Breach

                        	
                          12

                        
	
                          Section
                            4.03

                        	
                          Authority

                        	
                          13

                        
	
                          Section
                            4.04

                        	
                          Investment

                        	
                          13

                        
	
                          Section
                            4.05

                        	
                          Nature
                            of Purchaser

                        	
                          14

                        
	
                          Section
                            4.06

                        	
                          Receipt
                            of Information; Authorization

                        	
                          14

                        
	
                          Section
                            4.07

                        	
                          Restricted
                            Securities

                        	
                          14

                        
	
                          Section
                            4.08

                        	
                          Certain
                            Fees

                        	
                          14

                        
	
                          Section
                            4.09

                        	
                          Legend

                        	
                          14

                        
	
                          Section
                            4.10

                        	
                          No
                            Substantial Security Holders

                        	
                          15

                        
	
                          Section
                            4.11

                        	
                          No
                            Side Agreements

                        	
                          15

                        
	
                          Section
                            4.12

                        	
                          Short
                            Selling

                        	
                          15

                        


                

              

               

              
                
                  
                  

                

                
                  -i-

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	
                        ARTICLE
                          V

                      	
                        COVENANTS

                      	
                        15

                      
	
                        Section
                          5.01

                      	
                        Issuer
                          Lock-Up/Subsequent Issuances of Units

                      	
                        15

                      
	
                        Section
                          5.02

                      	
                        Purchaser
                          Lock-Ups

                      	
                        16

                      
	
                        Section
                          5.03

                      	
                        Taking
                          of Necessary Action

                      	
                        16

                      
	
                        Section
                          5.04

                      	
                        Disclosure;
                          Public Filings

                      	
                        16

                      
	
                        Section
                          5.05

                      	
                        Other
                          Actions

                      	
                        16

                      
	
                        Section
                          5.06

                      	
                        Use
                          of Proceeds

                      	
                        16

                      
	
                        Section
                          5.07

                      	
                        Partnership
                          Fees

                      	
                        16

                      
	
                        Section
                          5.08

                      	
                        Purchaser
                          Fees

                      	
                        17

                      
	
                        Section
                          5.09

                      	
                        Certain
                          Special Allocations of Book and Taxable Income

                      	
                        17

                      
	
                        Section
                          5.10

                      	
                        Non-Disclosure;
                          Interim Public Filings

                      	
                        17

                      
	
                        Section
                          5.11

                      	
                        Acknowledgement
                          and Agreement Regarding Short Sales

                      	
                        17

                      
	
                        ARTICLE
                          VI

                      	
                        CLOSING
                          CONDITIONS

                      	
                        18

                      
	
                        Section
                          6.01

                      	
                        Conditions
                          to the Closing

                      	
                        18

                      
	
                        Section
                          6.02

                      	
                        Partnership
                          Deliveries

                      	
                        19

                      
	
                        Section
                          6.03

                      	
                        Purchaser
                          Deliveries

                      	
                        20

                      
	
                        ARTICLE
                          VII

                      	
                        INDEMNIFICATION,
                          COSTS AND EXPENSES

                      	
                        21

                      
	
                        Section
                          7.01

                      	
                        Indemnification
                          by the Partnership

                      	
                        21

                      
	
                        Section
                          7.02

                      	
                        Indemnification
                          by Purchasers

                      	
                        21

                      
	
                        Section
                          7.03

                      	
                        Indemnification
                          Procedure

                      	
                        21

                      
	
                        ARTICLE
                          VIII

                      	
                        MISCELLANEOUS

                      	
                        22

                      
	
                        Section
                          8.01

                      	
                        Interpretation

                      	
                        22

                      
	
                        Section
                          8.02

                      	
                        Survival
                          of Provisions

                      	
                        23

                      
	
                        Section
                          8.03

                      	
                        No
                          Waiver; Modifications in Writing

                      	
                        23

                      
	
                        Section
                          8.04

                      	
                        Binding
                          Effect; Assignment

                      	
                        23

                      
	
                        Section
                          8.05

                      	
                        Aggregation
                          of Restricted Units

                      	
                        24

                      
	
                        Section
                          8.06

                      	
                        Confidentiality
                          and Non-Disclosure

                      	
                        24

                      
	
                        Section
                          8.07

                      	
                        Communications

                      	
                        24

                      
	
                        Section
                          8.08

                      	
                        Removal
                          of Legend

                      	
                        24

                      
	
                        Section
                          8.09

                      	
                        Entire
                          Agreement

                      	
                        24

                      
	
                        Section
                          8.10

                      	
                        Governing
                          Law

                      	
                        25

                      
	
                        Section
                          8.11

                      	
                        Execution
                          in Counterparts

                      	
                        25

                      
	
                        Section
                          8.12

                      	
                        Expenses

                      	
                        25

                      
	
                        Section
                          8.13

                      	
                        Obligations
                          Limited to Parties to Agreement

                      	
                        25

                      
	
                        Section
                          8.14

                      	
                        Waiver
                          of Preemptive Right by General Partner

                      	
                        26

                      
	
                        Section
                          8.15

                      	
                        Termination.

                      	
                        26

                      
	
                        Section
                          8.16

                      	
                        Exceptions

                      	
                        26

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULES
        AND EXHIBITS

       

      
        
          
            
              
                	
                        Exhibit
                          A

                      	
                        Form
                          of Registration Rights
                          Agreement

                      
	
                        Exhibit
                          B

                      	
                        Form
                          of Legal
                          Opinion

                      
	
                        Exhibit
                          C

                      	
                        Form
                          of Partnership Officer’s
                          Certificate

                      
	
                        Exhibit
                          D

                      	
                        Form
                          of Purchasers’ Officer’s
                          Certificate

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    
      UNIT
        PURCHASE AGREEMENT

       

      UNIT
        PURCHASE AGREEMENT, dated effective as of November 7, 2007 (this
“Agreement”), by and among Legacy Reserves LP, a Delaware limited
        partnership (the “Partnership”), each of the Purchasers listed in the
        signature pages attached hereto (each referred to herein as a “Purchaser”
and collectively, the “Purchasers”), and, solely for purposes of
Section 8.14 of this Agreement, Legacy Reserves GP, LLC, a Delaware
        limited liability company (the “General Partner”).

       

      WHEREAS,
        the Partnership desires to repay the outstanding indebtedness under the
        Partnership’s revolving credit facility, evidenced in the Credit Agreement dated
        March 15, 2006, as amended and restated and desires to finance future
        acquisitions;

       

      WHEREAS,
        the Partnership desires to sell Restricted Units to each of the Purchasers
        in a
        private placement exempt from the registration requirements of the Securities
        Act, and the Purchasers desire to purchase such Restricted Units from the
        Partnership, each in accordance with the provisions of this Agreement;
        and

       

      WHEREAS,
        the Partnership has agreed to provide Purchasers with certain registration
        rights with respect to the Purchased Restricted Units acquired pursuant to
        this
        Agreement;

       

      NOW
        THEREFORE, in consideration of the mutual covenants and agreements set forth
        herein and for good and valuable consideration, the receipt and sufficiency
        of
        which are hereby acknowledged, the Partnership and each of the Purchasers,
        severally and not jointly, hereby agree as follows:

       

      ARTICLE
        I

       

      DEFINITIONS

       

      Section
        1.01                                Definitions. 
As
        used
        in this Agreement, and unless the context requires a different meaning, the
        following terms have the meanings indicated:

       

      “Action”
        against a Person means any lawsuit, action, proceeding, investigation or
        complaint before any Governmental Authority, mediator or
        arbitrator.

       

      “Affiliate”
        means, with respect to a specified Person, any other Person, whether now
        in
        existence or hereafter created, directly or indirectly controlling, controlled
        by or under direct or indirect common control with such specified
        Person.  For purposes of this definition, “control” (including, with
        correlative meanings, “controlling,” “controlled by,” and “under common control
        with”) means the power to direct or cause the direction of the management and
        policies of such Person, directly or indirectly, whether through the ownership
        of voting securities, by contract or otherwise.

       

      “Agreement”
        shall have the meaning specified in the introductory paragraph.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Basic
        Documents” means, collectively, this Agreement, the Registration Rights
        Agreement and any and all other agreements or instruments executed and delivered
        by the Parties on the date hereof or the Closing Date relating to the issuance
        and sale of the Restricted Units, or any amendments, supplements, continuations
        or modifications thereto.

       

      “Business
        Day” means any day other than a Saturday, Sunday, or a legal holiday for
        commercial banks in New York, New York.

       

      “Closing”
        shall have the meaning specified in Section 2.02.

       

      “Closing
        Date” shall have the meaning specified in
Section 2.02.

       

      “Commission”
        means the United States Securities and Exchange Commission.

       

      “Commitment
        Purchase Amount” means with respect to each Purchaser, the dollar amount set
        forth opposite each Purchaser’s name under the heading “Commitment Purchase
        Amount.”

       

      “Delaware
        LP Act” means the Delaware Revised Uniform Limited Partnership
        Act.

       

       “Exchange
        Act” means the Securities Exchange Act of 1934, as amended from time to
        time, and the rules and regulations of the Commission promulgated
        thereunder.

       

      “GAAP”
        means generally accepted accounting principles in the United States of America
        in effect from time to time.

       

      “General
        Partner” has the meaning specified in the recitals of this
        Agreement.

       

      “Governmental
        Authority” shall include the country, state, county, city and political
        subdivisions in which any Person or such Person’s Property is located or which
        exercises valid jurisdiction over any such Person or such Person’s Property, and
        any court, agency, department, commission, board, bureau or instrumentality
        of
        any of them and any monetary authorities that exercise valid jurisdiction
        over
        any such Person or such Person’s Property. Unless otherwise specified, all
        references to Governmental Authority herein shall mean a Governmental Authority
        having jurisdiction over, where applicable, the Partnership, its Subsidiaries
        or
        any of their Property or any of the Purchasers.

       

      “Indemnified
        Party” shall have the meaning specified in
Section 7.03.

       

      “Indemnifying
        Party” shall have the meaning specified in
Section 7.03.

       

      “Law”
        means any federal, state, local or foreign order, writ, injunction, judgment,
        settlement, award, decree, statute, law, rule or regulation.

       

      “Legacy
        LTIP” means the Legacy Reserves LP Long-Term Incentive Plan, as amended and
        restated.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Lien”
        means any interest in Property securing an obligation owed to, or a claim
        by, a
        Person other than the owner of the Property, whether such interest is based
        on
        the common law, statute or contract, and whether such obligation or claim
        is
        fixed or contingent, and including but not limited to the lien or security
        interest arising from a mortgage, encumbrance, pledge, security agreement,
        conditional sale or trust receipt or a lease, consignment or bailment for
        security purposes.  For the purpose of this Agreement, a Person shall
        be deemed to be the owner of any Property that it has acquired or holds subject
        to a conditional sale agreement, or leases under a financing lease or other
        arrangement pursuant to which title to the Property has been retained by
        or
        vested in some other Person in a transaction intended to create a
        financing.

       

      “Lock-Up
        Date” means 90 days from the Closing Date.

       

      “Knowledge
        of the Partnership” means to the actual knowledge of Cary D. Brown, Steven
        H. Pruett, Kyle, A McGraw, Paul T. Horne and William M. Morris, as Chairman
        or
        executive officers of the General Partner.

       

      “NASDAQ
        Global Select Market” means the National Association of Securities Dealers
        Automated Quotation System.

       

      “Participating
        Unit” shall have the meaning specified in Section 4.04.

       

      “Partnership”
        shall have the meaning specified in the introductory paragraph.

       

      “Partnership
        Agreement” means the Amended and Restated Agreement of Limited Partnership
        of the Partnership, dated as of March 15, 2006.

       

      “Partnership
        Material Adverse Effect” means any material and adverse effect on (i) the
        assets, liabilities, financial condition, business, operations, prospects
        or
        affairs of the Partnership and its Subsidiaries, taken as a whole, measured
        against those assets, liabilities, financial condition, business, operations,
        prospects or affairs reflected in the SEC Documents filed with the Commission
        prior to the date hereof or from the facts represented or warranted by the
        Partnership in any Basic Document, (ii) the ability of the Partnership to
        meet
        its obligations under the Basic Documents, or (iii) the ability of the
        Partnership to consummate the transactions under any Basic Document on a
        timely
        basis.  Notwithstanding the foregoing, a “Partnership Material Adverse
        Effect” shall not include any effect resulting or arising from: (a) any change
        in general economic conditions in the industries or markets in which the
        Partnership or its Subsidiaries operate that do not have a disproportionate
        impact on the Partnership or its Subsidiaries; (b) the outbreak or escalation
        of
        national or international political, diplomatic or military conditions,
        including any engagement in hostilities, whether or not pursuant to a
        declaration of war, or the occurrence of any military or terrorist attack;
        or
        (c) changes in GAAP or other accounting principles.

       

      “Partnership
        Related Parties” shall have the meaning specified in
Section 7.02.

       

      “Partnership
        Securities” means any class or series of equity interest in the Partnership
        (but excluding any options, rights, warrants and appreciation rights to an
        equity interest in the Partnership), including without limitation
        Units.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Party”
        or “Parties” means the Partnership and the Purchasers party to this
        Agreement, individually or collectively, as the case may be.

       

      “Person”
        means any individual, corporation, company, voluntary association, partnership,
        joint venture, trust, limited liability company, unincorporated organization
        or
        government or any agency, instrumentality or political subdivision thereof,
        or
        any other form of entity.

       

      “Placement
        Agent” shall have the meaning specified in Section 3.12.

       

      “Property”
        means any interest in any kind of property or asset, whether real, personal
        or
        mixed, or tangible or intangible.

       

      “Purchaser”
        and “Purchasers” shall have the meaning specified in the introductory
        paragraph.

       

      “Purchaser
        Material Adverse Effect” means, with respect to a particular Purchaser, any
        material and adverse effect on (a) the ability of a Purchaser to meet its
        obligations under the Basic Documents or (b) the ability of a Purchaser to
        consummate the transactions under any Basic Document on a timely
        basis.

       

      “Purchaser
        Related Parties” shall have the meaning specified in
Section 7.01.

       

      “Registration
        Rights Agreement” means the Registration Rights Agreement, substantially in
        the form attached to this Agreement as Exhibit A, to be entered into at
        the Closing, among the Partnership and the Purchasers.

       

      “Representatives”
        of any Person means the Affiliates, control persons, officers, directors,
        employees, agents, counsel, investment bankers and other representatives
        of such
        Person.

       

      “Restricted
        Units” means the Units to be issued and sold to the Purchasers pursuant to
        this Agreement.

       

      “SEC
        Documents” shall have the meaning specified in Section
        3.03.

       

      “Securities
        Act” means the Securities Act of 1933, as amended from time to time, and the
        rules and regulations of the Commission promulgated thereunder.

       

      “Short
        Sale” means, without limitation, all “short sales” as defined in Rule 200
        promulgated under Regulation SHO under the Exchange Act, whether or not against
        the box, and forward sale contracts, options, puts, calls, short sales, “put
        equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and
        similar arrangements, and sales and other transactions through non-U.S. broker
        dealers or foreign regulated brokers.

       

      “Subsidiary”
        means, as to any Person, any corporation or other entity of which (i) such
        Person or a Subsidiary of such Person is a general partner or managing member,
        (ii) at least a majority of the outstanding equity interests having by the
        terms
        thereof ordinary voting power to elect a majority of the board of directors
        or
        similar governing body of such corporation or other entity is at the time
        directly or indirectly owned or controlled by such Person or one or more
        of its
        Subsidiaries or (iii) any corporation or other entity as to which such Person
        consolidates for accounting purposes.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Taxes”
        means any tax, charge, levy, penalty or other assessment imposed by any U.S.
        federal, state, local or foreign taxing authority, including any excise,
        property, income, sales, transfer, franchise, payroll, withholding, social
        security or other tax, including any interest, penalties or additions
        attributable thereto.

       

      “Tax
        Return” means any return, report, information return, declaration, claim for
        refund or other document (including any related or supporting information)
        supplied or required to be supplied with respect to any Taxes and including
        any
        supplement or amendment thereof.

       

      “Unit”
        means a unit of the Partnership representing limited partnership interests
        therein.

       

      “Unit
        Purchase Price” shall have the meaning specified in Section
        2.01(c).

       

      “Unitholders”
        means the Unitholders of the Partnership (within the meaning of the Partnership
        Agreement).

       

      “8-K
        Filing” shall have the meaning specified in Section
        5.10.

       

      Section
        1.02                                Accounting
        Procedures and Interpretation.  Unless
        otherwise specified in this Agreement, all accounting terms used herein shall
        be
        interpreted, all determinations with respect to accounting matters under
        this
        Agreement shall be made, and all financial statements and certificates and
        reports as to financial matters required to be furnished to the Purchasers
        under
        this Agreement shall be prepared, in accordance with GAAP applied on a
        consistent basis during the periods involved (except, in the case of unaudited
        statements, as permitted by Form 10-Q promulgated by the Commission) and in
        compliance as to form in all material respects with applicable accounting
        requirements and with the published rules and regulations of the Commission
        with
        respect thereto.

       

      ARTICLE
        II

       

      SALE
        AND PURCHASE

       

      Section
        2.01                                Sale
        and Purchase.

       

      (a)           Sale
        and Purchase.  Subject to the terms and conditions of this
        Agreement, at the Closing, the Partnership hereby agrees to issue and sell
        to
        each Purchaser, and each Purchaser hereby agrees, severally and not jointly,
        to
        purchase from the Partnership, the number of Restricted Units determined
        pursuant to paragraph (b) below of this Section 2.01, and each
        Purchaser agrees to pay the Partnership the Unit Purchase Price for each
        Restricted Unit, in each case, as set forth in paragraph (c) below of
        this Section 2.01. The obligation of each Purchaser under this Agreement
        is independent of the obligation of each other Purchaser, and the failure
        or
        waiver of performance with respect to any Purchaser does not excuse performance
        by any other Purchaser.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (b)           Units.  The
        number of Restricted Units to be issued and sold to each Purchaser shall
        be the
        number of Restricted Units listed under the name of such Purchaser on the
        attached signature pages.

       

      (c)           Consideration.  The
        amount per Restricted Unit each Purchaser will pay to the Partnership to
        purchase the Restricted Units (the “Unit Purchase Price”) shall be
        $20.50.

       

      Section
        2.02                                Closing. 
Subject
        to the terms and conditions of this Agreement, the execution and delivery
        of the
        Basic Documents (other than this Agreement), delivery of certificates
        representing the Restricted Units and execution and delivery of all other
        instruments, agreements, and other documents required (which certificates
        representing the Restricted Units may be delivered within seven (7) Business
        Days of the Closing Date) by this Agreement (the “Closing”) shall take place on
        November 8, 2007, or such other date as shall be agreeable to the Parties
        (the
“Closing Date”).  The Closing shall take place at the offices of
        Andrews Kurth LLP, 600 Travis, Suite 4200, Houston, Texas 77002.  At
        the Closing, subject to the terms and conditions of this Agreement, each
        of the
        Partnership and the Purchasers shall deliver, or cause to be delivered, the
        items set forth in Article VI.

       

      Section
        2.03                                Independent
        Nature of Purchasers’ Obligations and Rights.  The
        respective obligations of each Purchaser under any Basic Document are several
        and not joint with the obligations of any other Purchaser, and no Purchaser
        shall be responsible in any way for the performance of the obligations of
        any
        other Purchaser under any Basic Document.  The failure or waiver of
        performance under any Basic Document by any Purchaser, or on its behalf,
        does
        not excuse performance by any other Purchaser.  Nothing contained
        herein or in any other Basic Document, and no action taken by any Purchaser
        pursuant thereto, shall be deemed to constitute the Purchasers as a partnership,
        an association, a joint venture or any other kind of entity, or create a
        presumption that the Purchasers are in any way acting in concert or as a
        group
        for purposes of Section 13(d) of the Exchange Act with respect to such
        obligations or the transactions contemplated by any Basic
        Document.  Each Purchaser shall be entitled to independently protect
        and enforce its rights, including the rights arising out of this Agreement
        or
        out of the other Basic Documents, and it shall not be necessary for any other
        Purchaser to be joined as an additional party in any proceeding for such
        purpose.

       

      ARTICLE
        III

       

      REPRESENTATIONS
        AND WARRANTIES OF THE PARTNERSHIP

       

      The
        Partnership represents and warrants to the Purchasers, on and as of the date
        of
        this Agreement and on and as of the Closing Date, as follows:

       

      Section
        3.01                                Existence
        of the Partnership and its Subsidiaries.

       

      (a)           The
        Partnership: (i) is a limited partnership duly formed, validly existing and
        in good standing under the Laws of the State of Delaware; (ii) has all
        requisite limited partnership power and authority, and has all governmental
        licenses, authorizations, consents and approvals, necessary to own, lease,
        use
        and operate its Properties and carry on its business as its business is now
        being conducted as described in the SEC Documents, except where the failure
        to
        obtain such licenses, authorizations, consents and approvals would not
        reasonably be expected to have a Partnership Material Adverse Effect; and
        (iii) is qualified to do business in all jurisdictions in which the nature
        of the business conducted by it makes such qualifications necessary, except
        where failure so to qualify would not reasonably be expected to have a
        Partnership Material Adverse Effect.  The Partnership is not in
        violation of its certificate of limited partnership or the Partnership
        Agreement.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      (b)           The
        General Partner has been duly formed and is validly existing and in good
        standing under the laws of the State of Delaware and has all requisite limited
        liability company power and authority, and has all governmental licenses,
        authorizations, consents and approvals necessary, to own, lease, use or operate
        its Properties and carry on its business as now being conducted and as described
        in the SEC Documents, except where the failure to obtain such licenses,
        authorizations, consents and approvals would not be reasonably likely to
        have a
        Partnership Material Adverse Effect.

       

      Section
        3.02                                Restricted
        Units, Capitalization and Valid Issuance.

       

      (a)           The
        Restricted Units shall have those rights, preferences, privileges and
        restrictions governing the Units as set forth in the Partnership
        Agreement.  A true and correct copy of the Partnership Agreement has
        been filed by the Partnership with the Commission.

       

      (b)           As
        of the date of this Agreement, the issued and outstanding limited partner
        interests of the Partnership consist of 26,066,596 Units and the only issued
        and
        outstanding general partner interest is the General Partner’s approximate 0.01%
        general partner interest.  All of the outstanding Units have been duly
        authorized and validly issued in accordance with applicable Law under the
        Delaware LP Act and the Partnership Agreement and are fully paid (to the
        extent
        required under applicable Law and the Partnership Agreement) and nonassessable
        (except as such nonassessability may be affected by Sections 17-303, 17-607
        and
        17-804 of the Delaware LP Act).

       

      (c)           Other
        than the Legacy LTIP, the Partnership has no equity compensation plans that
        contemplate the issuance of Units (or securities convertible into or
        exchangeable for Units).  No indebtedness having the right to vote (or
        convertible into or exchangeable for securities having the right to vote)
        on any
        matters on which the Unitholders may vote is issued or
        outstanding.  Except (i) as have been granted pursuant to Legacy LTIP,
        (ii) as contemplated by this Agreement or (iii) as are contained in the
        Partnership Agreement, there are no outstanding or authorized (A) options,
        warrants, preemptive rights, subscriptions, calls, convertible or exchangeable
        securities or other rights, agreements, claims or commitments of any character
        obligating the Partnership or any of its Subsidiaries to issue, transfer
        or sell
        any limited partner interests or other equity interests in, the Partnership
        or
        securities convertible into or exchangeable for such limited partner interests
        or other equity interests, (B) obligations of the Partnership to repurchase,
        redeem or otherwise acquire any limited partner interests or other equity
        interests of the Partnership or any of its Subsidiaries or any such securities
        or agreements listed in clause (A) of this sentence or (C) voting trusts
        or similar agreements to which the Partnership or any of its Subsidiaries
        is a
        party with respect to the voting of the equity interests of the
        Partnership.  Neither the execution of this Agreement nor the issuance
        of the Units as contemplated by this Agreement gives rise to any rights for
        or
        relating to the registration of any securities of the Partnership, other
        than
        pursuant to the Registration Rights Agreement.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      (d)           The
        offer and sale of the Restricted Units and the limited partner interests
        represented thereby have been duly authorized by the Partnership pursuant
        to the
        Partnership Agreement and, when issued and delivered to the Purchasers against
        payment therefore in accordance with the terms of this Agreement, will be
        validly issued, fully paid (to the extent required by applicable Law and
        the
        Partnership Agreement) and nonassessable (except as such nonassessability
        may be
        affected by Sections 17-303, 17-607 and 17-804 of the Delaware LP Act) and
        will
        be free of any and all Liens and restrictions on transfer, other than
        restrictions on transfer under the Partnership Agreement and under applicable
        state and federal securities Laws and other than such Liens as are created
        by
        the Purchasers.

       

      (e)           The
        Restricted Units will be issued in compliance with all applicable rules of
        the
        NASDAQ Global Select Market.  Prior to the Closing Date, the
        Partnership will submit to the NASDAQ Global Select Market a Notification
        Form:
        Listing of Additional Units with respect to the Restricted Units.  The
        Partnership’s currently outstanding Units are quoted on the NASDAQ Global Select
        Market and the Partnership has not received any notice of
        delisting.

       

      (f)           None
        of the execution of this Agreement, the offering or sale of the Restricted
        Units
        or the registration of the Units pursuant to the Registration Rights Agreement
        gives rise to any rights for or relating to the registration of any Units
        or
        other securities of the Partnership other than pursuant to the Registration
        Rights Agreement and those rights granted to the General Partner or any of
        its
        Affiliates (as such term is defined in the Partnership Agreement) under
        Section 4.5.

       

      Section
        3.03                                SEC
        Documents.  The
        Partnership has filed with the Commission all reports, schedules and statements
        required to be filed by it under the Exchange Act since the consummation
        of its
        initial public offering (all such documents filed on or prior to the date
        of
        this Agreement, but specifically excluding any documents “furnished,”
collectively, the “SEC Documents”).  The SEC Documents, including any
        Partnership audited or unaudited financial statements and any notes thereto
        or
        schedules included therein, at the time filed (except to the extent corrected
        by
        a subsequently filed SEC Document filed prior to the date of this Agreement)
        (i) did not contain any untrue statement of a material fact or omit to
        state a material fact required to be stated therein or necessary in order
        to
        make the statements therein, in light of the circumstances under which they
        were
        made, not misleading, (ii) complied as to form in all material respects
        with applicable requirements of the Exchange Act and the applicable accounting
        requirements and with the published rules and regulations of the Commission
        with
        respect thereto, (iii) were prepared in accordance with GAAP applied on a
        consistent basis during the periods involved (except as may be indicated
        in the
        notes thereto or, in the case of unaudited statements, as permitted by
        Form 10-Q of the Commission) and (iv) fairly present (subject in the case
        of unaudited statements to normal, recurring and year-end audit adjustments)
        in
        all material respects the consolidated financial position of the Partnership
        as
        of the dates thereof and the consolidated results of its operations and cash
        flows for the periods then ended.  BDO Seidman,
        LLP is an independent registered public accounting firm
        with respect to the Partnership and has not resigned or been dismissed as
        an
        independent registered public accountant of the Partnership as a result of
        or in
        connection with any disagreement with the Partnership on any matter of
        accounting principles or practices, financial statement disclosure or auditing
        scope or procedures.

       

      
        
          
          

        

        
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      Section
        3.04                                No
        Material Adverse Change.  Except
        as
        set forth in or contemplated by the SEC Documents filed with the Commission
        since December 31, 2006, the Partnership and its Subsidiaries have conducted
        their business in the ordinary course, consistent with past practice, and
        there
        has been no (i) change that has had or would reasonably be expected to have
        a
        Partnership Material Adverse Effect, (ii) acquisition or disposition of any
        material asset by the Partnership or any of its Subsidiaries or any contract
        or
        arrangement therefore, otherwise than for fair value in the ordinary course
        of
        business, (iii) material change in the Partnership’s accounting principles,
        practices or methods or (iv) incurrence of material indebtedness.

       

      Section
        3.05                                Litigation. 
Except
        as
        set forth in the SEC Documents, there is no Action pending or, to the knowledge
        of the Partnership, contemplated or threatened against the Partnership or
        any of
        its Subsidiaries or any of their respective officers (in their capacity as
        such), directors (in their capacity as such) or Properties, (a) which
        (individually or in the aggregate) reasonably would be expected to have a
        Partnership Material Adverse Effect or which challenges the validity of any
        of
        the Basic Documents or the right of the Partnership to enter into any of
        the
        Basic Documents or to consummate the transactions contemplated hereby and
        thereby or (b) which would reasonably be expected to adversely affect or
        restrict the Partnership’s ability to consummate the transactions contemplated
        by the Basic Documents.

       

      Section
        3.06                                No
        Breach.  The
        execution, delivery and performance by the Partnership of the Basic Documents
        to
        which it is a party and all other agreements and instruments to be executed
        and
        delivered by the Partnership pursuant hereto or thereto or in connection
        herewith and therewith, and compliance by the Partnership with the terms
        and
        provisions hereof and thereof, do not and will not (a) violate any
        provision of any Law, governmental permit, determination or award having
        applicability to the Partnership or any of its Subsidiaries or any of their
        respective Properties, (b) conflict with or result in a violation of any
        provision of the organizational documents of the Partnership or any of its
        Subsidiaries, (c) require any consent, approval or notice under or result
        in a violation or breach of or constitute (with or without due notice or
        lapse
        of time or both) a default (or give rise to any right of termination,
        cancellation or acceleration) under any note, bond, mortgage, license, loan
        or credit agreement or other instrument, obligation or agreement to which
        the
        Partnership or any of its Subsidiaries is a party or by which the Partnership
        or
        any of its Subsidiaries or any of their respective Properties may be bound
        or
        (d) result in or require the creation or imposition of any Lien upon or
        with respect to any of the Properties now owned or hereafter acquired by
        the
        Partnership or any of its Subsidiaries, except in the cases of clauses (a),
        (c)
        and (d) where such violation, default, breach, termination, cancellation,
        failure to receive consent or approval, or acceleration with respect to the
        foregoing provisions of this Section 3.06 would not, individually or in the
        aggregate, reasonably be expected to have a Partnership Material Adverse
        Effect.

       

      
        
          
          

        

        
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      Section
        3.07                                Authority. 
The
        Partnership has all necessary limited partnership power and authority to
        execute, deliver and perform its obligations under the Basic Documents to
        which
        it is a party and to consummate the transactions contemplated thereby; the
        execution, delivery and performance by the Partnership of the Basic Documents
        to
        which it is a party, and the consummation of the transactions contemplated
        thereby, have been duly authorized by all necessary action on its part; and
        the
        Basic Documents will constitute the legal, valid and binding obligations
        of
        Partnership, enforceable in accordance with their terms, except as such
        enforceability may be limited by bankruptcy, insolvency, fraudulent transfer
        and
        similar Laws affecting creditors’ rights generally or by general principles of
        equity, including principles of commercial reasonableness, fair dealing and
        good
        faith.  No approval from the holders of outstanding Units is required
        under the Partnership Agreement or the rules of the NASDAQ Global Select
        Market
        in connection with the Partnership’s issuance and sale of the Restricted Units
        to the Purchasers.

       

      Section
        3.08                                Approvals.  Except
        as required by the Commission in connection with the Partnership’s obligations
        under the Registration Rights Agreement, no authorization, consent, approval,
        waiver, license, qualification or written exemption from, nor any filing,
        declaration, qualification or registration with, any Governmental Authority
        or
        any other Person is required in connection with the execution, delivery or
        performance by the Partnership of any of the Basic Documents to which it
        is a
        party or the Partnership’s issuance and sale of the Restricted Units, except (i)
        as may be required under the state securities or “Blue Sky” Laws, or (ii) where
        the failure to receive such authorization, consent, approval, waiver, license,
        qualification or written exemption or to make such filing, declaration,
        qualification or registration would not, individually or in the aggregate,
        reasonably be expected to have a Partnership Material Adverse
        Effect.

       

      Section
        3.09                                MLP
        Status.  The
        Partnership has, for each taxable year beginning on or after the closing
        of its
        respective initial public offering, met the gross income requirements of
        Section
        7704(c)(2) of the Internal Revenue Code of 1986, as amended.

       

      Section
        3.10                                Investment
        Company Status.  The
        Partnership is not an “investment company” within the meaning of the Investment
        Company Act of 1940, as amended.

       

      Section
        3.11                                Valid
        Private Placement.  Assuming
        the accuracy of the representations and warranties of the Purchasers contained
        in this Agreement, the sale and issuance of the Restricted Units pursuant
        to
        this Agreement is exempt from the registration requirements of the Securities
        Act, and neither the Partnership nor, to the knowledge of the Partnership,
        any
        authorized Representative acting on its behalf has taken or will take any
        action
        hereafter that would cause the loss of such exemption.

       

      Section
        3.12                                Certain
        Fees.  Other
        than fees payable to RBC Capital Markets (the “Placement Agent”) for its service
        as placement agent, no fees or commissions are or will be payable by the
        Partnership to brokers, finders, or investment bankers with respect to the
        sale
        of any of the Restricted Units or the consummation of the transactions
        contemplated by this Agreement.  The Purchasers shall not be liable
        for any such fees or commissions.

       

      
        
          
          

        

        
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      Section
        3.13                                No
        Side Agreements.  Except
        for the confidentiality agreements described in Section 8.06, the Registration
        Rights Agreement and the engagement letter with the Placement Agent, there
        are
        no other agreements by, among or between the Partnership or its Affiliates,
        on
        the one hand, and any of the Purchasers or their Affiliates, on the other
        hand,
        with respect to the transactions contemplated hereby nor promises or inducements
        for future transactions between or among any of such parties.

       

      Section
        3.14                                Form
        S-3 Eligibility.  In
        January 2008, the Partnership is expected to be eligible to register the
        Restricted Units for resale by the Purchasers on a registration statement
        on
        Form S-3 under the Securities Act.

       

      Section
        3.15                                Taxes.  The
        Partnership has filed all Tax Returns required to be filed.  To the
        Knowledge of the Partnership, such Tax Returns are true, correct and complete
        in
        all material respects.  The Partnership has paid in full all Taxes
        shown to be due on such Tax Returns.  The Partnership has not received
        any written notice of deficiency or assessment from any taxing authority
        with
        respect to liabilities for any material Taxes, which have not been fully
        paid or
        finally settled, unless being contested in good faith through appropriate
        proceedings and for which adequate reserves are presented in the Partnership’s
        financial statements included in the SEC Documents.

       

      Section
        3.16                                Acknowledgment
        Regarding Purchase of Restricted Units.  The
        Partnership acknowledges and agrees that (i) each of the Purchasers is
        participating in the transactions contemplated by this Agreement and the
        other
        Basic Documents at the Partnership’s request and the Partnership has concluded
        that such participation is in the Partnership’s best interest and is consistent
        with the Partnership’s objectives and (ii) each of the Purchasers is acting
        solely in the capacity of an arm’s length purchaser.  The Partnership
        further acknowledges that no Purchaser is acting or has acted as an advisor,
        agent or fiduciary of the Partnership (or in any similar capacity) with respect
        to this Agreement or the other Basic Documents and any advice given by any
        Purchaser or any of its respective Representatives in connection with this
        Agreement or the other Basic Documents is merely incidental to the Purchasers’
purchase of the Restricted Units.  The Partnership further represents
        to each Purchaser that the Partnership’s decision to enter into this Agreement
        has been based solely on the independent evaluation of the transactions
        contemplated hereby by the Partnership and its Representatives.

       

      Section
        3.17                                Compliance
        with Laws.  Neither
        the Partnership nor any of its Subsidiaries is in violation of any Law
        applicable to the Partnership or its Subsidiaries, except as would not,
        individually or in the aggregate, have a Partnership Material Adverse
        Effect.  The Partnership and its Subsidiaries possess all
        certificates, authorizations and permits issued by the appropriate regulatory
        authorities necessary to conduct their respective businesses, except where
        the
        failure to possess such certificates, authorizations or permits would not
        have,
        individually or in the aggregate, a Partnership Material Adverse Effect,
        and
        neither the Partnership nor any such Subsidiary has received any notice of
        proceedings relating to the revocation or modification of any such certificate,
        authorization or permit, except where such potential revocation or modification
        would not have, individually or in the aggregate, a Partnership Material
        Adverse
        Effect.

       

      Section
        3.18                                Insurance.  The
        Partnership and the General Partner are insured against such losses and risks
        and in such amounts as the Partnership believes in its sole discretion to
        be
        prudent for its businesses.  The Partnership does not have any reason
        to believe that it or the General Partner will not be able to renew its existing
        insurance coverage as and when such coverage expires or to obtain similar
        coverage from similar insurers as may be necessary to continue its
        business.

       

      
        
          
          

        

        
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      Section
        3.19                                No
        Integrated Offering.  Neither
        the Partnership, nor any of its Affiliates, nor any Person acting on its
        or
        their behalf has, directly or indirectly, made any offers or sales of any
        security or solicited any offers to buy any security, under circumstances
        that
        would cause this offering of the Units to be integrated with prior offerings
        by
        the Partnership for purposes of the Securities Act or any applicable stockholder
        approval provisions, including, without limitation, under the rules and
        regulations of the trading market on which the Units are currently listed
        or
        quoted.

       

      Section
        3.20                                Registration
        Rights   Neither
        the execution of this Agreement or the issuance of the Purchased Units as
        contemplated by this Agreement gives rise to any rights for or relating to
        the
        registration of any securities of the Partnership, other than pursuant to
        the
        Registration Rights Agreement.

       

      Section
        3.21                                Record
        Date; Distributions   The
        board
        of directors of the General Partner approved a cash distribution attributable
        to
        the third quarter of 2007, payable on November 14, 2007 to Unitholders of
        record
        at the close of business on October 31, 2007, therefore no Purchaser will
        be
        entitled to any distribution or other dividend from the Partnership attributable
        to the third quarter of 2007 with respect to the Restricted Units.

       

      ARTICLE
        IV

       

      REPRESENTATIONS
        AND WARRANTIES OF EACH PURCHASER

       

      Each
        Purchaser, severally and not jointly, represents and warrants to the Partnership
        with respect to itself, on and as of the date of this Agreement and on and
        as of
        the Closing Date, as follows:

       

      Section
        4.01                                Valid
        Existence.  Such
        Purchaser (a) is duly incorporated or formed, validly existing and in good
        standing under the Laws of its respective jurisdiction of incorporation or
        formation, and (b) has all requisite power and authority, and has all
        material governmental licenses, authorizations, consents and approvals necessary
        to own its Properties and carry on its business as its business is now being
        conducted, except where the failure to obtain such licenses, authorizations,
        consents and approvals would not reasonably be expected to have a Purchaser
        Material Adverse Effect.  Each such Purchaser is not in default in the
        performance, observance or fulfillment of any provision of its organizational
        documents, except where such default would not have or would not reasonably
        be
        likely to have a Purchaser Material Adverse Effect.

       

      Section
        4.02                                No
Breach.  The
        execution, delivery and performance by such Purchaser of the Basic Documents
        to
        which it is a party and all other agreements and instruments to be executed
        and
        delivered by such Purchaser pursuant hereto or thereto or in connection herewith
        or therewith, compliance by such Purchaser with the terms and provisions
        hereof
        and thereof, and the purchase of the Restricted Units by such Purchaser do
        not
        and will not (a) violate any provision of any Law, governmental permit,
        determination or award having applicability to such Purchaser or any of its
        Properties, (b) conflict with or result in a violation of any provision of
        the organizational documents of such Purchaser or (c) require any consent
        (other than standard internal consents), approval or notice under or result
        in a
        violation or breach of or constitute (with or without due notice or lapse
        of
        time or both) a default (or give rise to any right of termination, cancellation
        or acceleration) under any note, bond, mortgage, license, loan or credit
        agreement or other instrument or agreement to which such Purchaser is a party
        or
        by which such Purchaser or any of its Properties may be bound, except in
        the
        case of clauses (a) and (c), where such violation, default, breach, termination,
        cancellation, failure to receive consent or approval, or acceleration with
        respect to the foregoing provisions of this Section 4.02 would not,
        individually or in the aggregate, reasonably be expected to have a Purchaser
        Material Adverse Effect.

       

      
        
          
          

        

        
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      Section
        4.03                                Authority.  The
        Purchaser has all necessary corporate, limited liability company or partnership
        power and authority to execute, deliver and perform its obligations under
        the
        Basic Documents to which it is a party and to consummate the transactions
        contemplated thereby; the execution, delivery and performance by the Purchaser
        of the Basic Documents to which it is a party, and the consummation of the
        transactions contemplated thereby, have been duly authorized by all necessary
        action on its part; and the Basic Documents will constitute the legal, valid
        and
        binding obligations of Purchaser, enforceable in accordance with their terms,
        except as such enforceability may be limited by bankruptcy, insolvency,
        fraudulent transfer and similar Laws affecting creditors’ rights generally or by
        general principles of equity, including principles of commercial reasonableness,
        fair dealing and good faith.

       

      Section
        4.04                                Investment.  The
        Restricted Units are being acquired for such Purchaser’s own account, or the
        accounts of clients for whom such Purchaser exercises discretionary investment
        authority (all of whom the Purchaser hereby represents and warrants are
“accredited investors” within the meaning of Rule 501(a) of Regulation D or
“qualified institutional buyer” within the meaning of Rule 144A promulgated by
        the Commission pursuant to the Securities Act), not as a nominee or agent,
        and
        with no present intention of distributing the Restricted Units or any part
        thereof, and that such Purchaser has no present intention of selling or granting
        any participation in or otherwise distributing the same in any transaction
        in
        violation of the securities Laws of the United States of America or any state,
        without prejudice, however, to such Purchaser’s right at all times (subject to
        such Purchaser’s agreement contained in Section 5.02) to sell or otherwise
        dispose of all or any part of the Restricted Units under a registration
        statement under the Securities Act and applicable state securities Laws or
        under
        an exemption from such registration available thereunder (including, without
        limitation, if available, Rule 144 promulgated thereunder).  If
        such Purchaser should in the future decide to dispose of any of the Restricted
        Units, such Purchaser understands and agrees (a) that it may do so only
        (i) in compliance with the Securities Act and applicable state securities
        law, as then in effect, or pursuant to an exemption therefrom (including
        Rule
        144 under the Securities Act) or (ii) in the manner contemplated by any
        registration statement pursuant to which such securities are being offered,
        and
        (b) that stop-transfer instructions to that effect will be in effect with
        respect to such securities.  Notwithstanding the foregoing, any
        Purchaser may at any time enter into one or more total return swaps with
        respect
        to such Purchaser’s Restricted Units with a third party or transfer Restricted
        Units to an Affiliate of such Purchaser provided that any such transaction
        is
        exempt from registration under the Securities Act; provided,
however, that the restrictions in this Section 4.04 shall not
        apply, in
        the case of a Purchaser that is a large multi-unit investment or commercial
        banking organization, to activities in the normal course of trading of units
        of
        such Purchaser other than those of the unit participating in this transaction
        (the “Participating Unit”), so long as such other units are not acting on
        behalf of the Participating Unit and have not been provided with confidential
        information regarding the Partnership by the Participating Unit.

       

      
        
          
          

        

        
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      Section
        4.05                                Nature
        of Purchaser.  Such
        Purchaser represents and warrants to, and covenants and agrees with, the
        Partnership that, (a) it is an “accredited investor” within the meaning of
        Rule 501(a) of Regulation D or a “qualified institutional buyer” under Rule 144A
        as promulgated by the Commission pursuant to the Securities Act and (b) by
        reason of its business and financial experience it has such knowledge,
        sophistication and experience in business and financial matters so as to
        be
        capable of evaluating the merits and risks of the prospective investment
        in the
        Restricted Units, is able to bear the economic risk of such investment and,
        at
        the present time, would be able to afford a complete loss of such
        investment.

       

      Section
        4.06                                Receipt
        of Information; Authorization.  Such
        Purchaser acknowledges that it (a) has access to the SEC Documents with the
        Commission and (b) has been provided a reasonable opportunity to ask questions
        of and receive answers from Representatives of the Partnership regarding
        such
        matters.

       

      Section
        4.07                                Restricted
        Securities.  Such
        Purchaser understands that the Restricted Units it is purchasing are
        characterized as “restricted securities” under the federal securities Laws
        inasmuch as they are being acquired from the Partnership in a transaction
        not
        involving a public offering and that under such Laws and applicable regulations
        such securities may be resold without registration under the Securities Act
        only
        in certain limited circumstances.  In this connection, such Purchaser
        represents that it is knowledgeable with respect to Rule 144 of the
        Commission promulgated under the Securities Act.

       

      Section
        4.08                                Certain
        Fees.  No
        fees or commissions will be payable by such Purchaser to brokers, finders,
        or
        investment bankers with respect to the sale of any of the Restricted Units
        or
        the consummation of the transactions contemplated by this
        Agreement.

       

      Section
        4.09                                Legend.  It
        is understood that the certificates evidencing the Restricted Units will
        bear
        the following legend:

       

      “These
        securities have not been registered under the Securities Act of 1933, as
        amended
        (the “Securities Act”), or the securities laws of any state or other
        jurisdiction.  These securities may not be sold, offered for sale,
        pledged or hypothecated except pursuant to an effective registration statement
        under the Securities Act or pursuant to an exemption from registration
        thereunder, in each case in accordance with all applicable securities laws
        of
        the states or other jurisdictions, and in the case of a transaction exempt
        from
        registration, such securities may only be transferred if the transfer agent
        for
        such securities has received documentation satisfactory to it that such
        transaction does not require registration under the Securities
        Act.”

       

      
        
          
          

        

        
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      Section
        4.10                                No
        Substantial Security Holders.  Such
        Purchaser represents and warrants to, and covenants and agrees with, the
        Partnership that, on the date hereof and as of the date of Closing (before
        giving effect to the purchase of Restricted Units pursuant to this Agreement),
        such Purchaser and its Affiliates (a) hold beneficial ownership of less
        than five percent of the Units of the Partnership outstanding on the date
        hereof
        and (b) hold beneficial ownership of less than five percent of the outstanding
        voting power of the Partnership.

       

      Section
        4.11                                No
        Side Agreements.  There
        are no other agreements by, among or between such Purchaser and any of its
        Affiliates, on the one hand, and other of the other Purchasers or their
        Affiliates, on the other hand, with respect to the transactions contemplated
        hereby nor promises or inducements for future transactions between or among
        any
        of such parties.

       

      Section
        4.12                                Short
        Selling.  Such
        Purchaser has not engaged in any Short Sales involving Units owned by it
        between
        the time it first began discussions with the Partnership or the Placement
        Agent
        about the transaction contemplated by this Agreement and the date hereof
        (it
        being understood that the entering into of a total return swap should not
        be
        considered a short sale) provided, however, this Section 4.12
        shall not apply, in the case of a Purchaser that is a large multi-unit
        investment or commercial banking organization, to activities in the normal
        course of trading units of such Purchaser other than the Participating Unit
        so
        long as such other units are not acting on behalf of the Participating Unit
        and
        have not been provided with confidential information regarding the Partnership
        by the Participating Unit.

       

      ARTICLE
        V

       

      COVENANTS

       

      Section
        5.01                                Issuer
        Lock-Up/Subsequent Issuances of Units.  Without
        the written consent of the holders of two-thirds of the Restricted Units,
        from
        the signing date of the Agreement until the date that the Registration Statement
        covering the Restricted Units has become effective, the Partnership shall
        not
        grant, issue or sell any Units or other equity or voting securities of the
        Partnership or any securities convertible thereinto or exchangeable therefor,
        or
        take any other action that may result in the issuance of any of the foregoing,
        other than (i) the issuance of options or Units under the Legacy LTIP, or
        the
        issuance of Units upon the exercise of awards issued under the Legacy LTIP
        and
        (ii) the issuance or sale of Units at a price no less than 110% of the Unit
        Purchase Price (including, and not net of, any underwriting discounts and
        commissions or placement fees).  Notwithstanding the foregoing, the
        Partnership shall not sell, offer for sale or solicit offers to buy any security
        (as defined in the Securities Act) that would be integrated with the sale
        of the
        Restricted Units in a manner that would require the registration under the
        Securities Act of the sale of the Restricted Units to the
        Purchasers.

       

      
        
          
          

        

        
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      Section
        5.02                                Purchaser
        Lock-Ups.  Without
        the prior written consent of the Partnership, each Purchaser agrees that
        neither
        such Purchaser nor any of its Affiliates will offer, sell, pledge or otherwise
        transfer or dispose of any of its Restricted Units prior to the Lock-Up Date;
        provided, however, that any Purchaser may, (i) subject Section 8.04(c),
        enter into one or more total return swaps or similar transactions at any
        time
        with respect to the Restricted Units purchased by such Purchaser provided
        that
        such transaction is exempt from registration under the Securities Act and
        (ii)
        transfer its Restricted Units to an Affiliate of such Purchaser or to any
        other
        Purchaser or an Affiliate of such other Purchaser, provided that any such
        Affiliate transferee agrees to the restrictions set forth in this Section
        5.02;
provided, further, this Section 5.02 shall not apply, in the
        case of a Purchaser that is a large multi-unit investment or commercial banking
        organization, to activities in the normal course of trading units of such
        Purchaser other than the Participating Unit, so long as such other units
        are not
        acting on behalf of the Participating Unit and have not been provided with
        confidential information regarding the Partnership by the Participating
        Unit.  Furthermore, without the prior written consent of the
        Partnership, no Purchaser may sell any Units of the Partnership for a period
        of
        two (2) trading days following the date of the earnings release with respect
        to
        the third quarter of 2007. 

       

      Section
        5.03                                Taking
        of Necessary Action.  Each
        of the Parties hereto shall use its commercially reasonable efforts promptly
        to
        take or cause to be taken all action and promptly to do or cause to be done
        all
        things necessary, proper or advisable under applicable Law and regulations
        to
        consummate and make effective the transactions contemplated by this
        Agreement.  Without limiting the foregoing, the Partnership and each
        Purchaser shall use its commercially reasonable efforts to make all filings
        and
        obtain all consents of Governmental Authorities that may be necessary or,
        in the
        reasonable opinion of the other Parties, as the case may be, advisable for
        the
        consummation of the transactions contemplated by the Basic
        Documents.

       

      Section
        5.04                                Disclosure;
        Public Filings.  The
        Partnership may, without prior written consent or notice, (i) file this
        Agreement as an exhibit to an Exchange Act report and (ii) disclose information
        with respect to any Purchaser solely to the extent required by applicable
        Law or
        the rules and regulations of the Commission or any regulatory agency, the
        NASDAQ
        Global Select Market or other exchange on which securities of the Partnership
        are listed or traded.

       

      Section
        5.05                                Other
        Actions.  The
        Partnership shall file prior to the Closing a supplemental listing application
        with the NASDAQ Global Select Market to list the Restricted Units.

       

      Section
        5.06                                Use
        of Proceeds.  The
        Partnership will use the collective proceeds from the sale of the Restricted
        Units to repay the outstanding indebtedness under the Partnership’s revolving
        credit facility and to fund future acquisitions.

       

      Section
        5.07                                Partnership
        Fees.  The
        Partnership agrees that it will indemnify and hold harmless each of the
        Purchasers from and against any and all claims, demands, or liabilities for
        broker’s, finder’s, placement, or other similar fees or commissions incurred by
        the Partnership or alleged to have been incurred by the Partnership in
        connection with the sale of Restricted Units or the consummation of the
        transactions contemplated by this Agreement.

       

      
        
          
          

        

        
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      Section
        5.08                                Purchaser
        Fees.  Each
        Purchaser agrees, severally and not jointly with the other Purchasers, that
        it
        will indemnify and hold harmless the Partnership from and against any and
        all
        claims, demands, or liabilities for broker’s, finder’s, placement, or other
        similar fees or commissions incurred by such Purchaser or alleged to have
        been
        incurred by such Purchaser in connection with the purchase of Restricted
        Units
        or the consummation of the transactions contemplated by this
        Agreement.

       

      Section
        5.09                                Certain
        Special Allocations of Book and Taxable Income. To
        the extent that the Unit Purchase Price is less than the trading price of
        the
        Units on the NASDAQ Global Select Market as of the Closing Date, the General
        Partner intends to specially allocate items of book and taxable income to
        the
        Purchasers so that their capital accounts in their Restricted Units are
        consistent, on a per-Unit basis, with the capital accounts of the other holders
        of Units (and thus to assure fungibility of all Units).  Such special
        allocation will not occur until the earlier to occur of any taxable period
        of
        the Partnership ending upon, or after, (a) a book-up event or book-down event
        in
        accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f) or a sale
        of
        all or substantially all of the assets of the Partnership occurring after
        the
        date of the issuance of the Restricted Units, (b) the transfer of the Restricted
        Units to a Person that is not an Affiliate of the Purchaser, in which case,
        such
        allocation shall be made only with respect to the Restricted Units so
        transferred, or (c) the General Partner’s receipt of written notice from a
        holder of the holder’s election to trigger such allocation and true up the
        capital accounts (the “Capital Account True-Up Election”) with respect to such
        holder’s Restricted Units.  A Purchaser holding a Restricted Unit
        shall be required to provide notice to the General Partner of the Partnership
        of
        a transfer of a Restricted Unit to a Person who is not an Affiliate of the
        Purchaser no later than the last Business Day of the calendar year during
        which
        such transfer occurred, unless by virtue of clause (a) or (b) above, the
        general
        partner of the Partnership has determined that the Units are consistent,
        on a
        per-Unit basis, with the capital accounts of the other holders of
        Units.  However, the sole and exclusive remedy for any holder’s
        failure to provide any such notice shall be the enforcement of the remedy
        of
        specific performance against such holder and there will be no monetary
        damages.

       

      Section
        5.10                                Non-Disclosure;
        Interim Public Filings.  The
        Partnership shall, on or before 8:30 a.m., New York time, on the first Business
        Day following execution of this Agreement, issue a press release acceptable
        to
        the Purchasers disclosing all material terms of the transactions contemplated
        hereby.  Before
        8:30 a.m., New York time, on the first Business Day following the Closing
        Date,
        the Partnership shall file a Current Report on Form 8-K with the Commission
        (the
“8-K Filing”) describing the terms of the transactions contemplated by this
        Agreement and the other Basic Documents and including as exhibits to such
        Current Report on Form 8-K this Agreement and the other Basic Documents,
        in the
        form required by the Exchange Act.

       

      Section
        5.11                                Acknowledgement
        and Agreement Regarding Short Sales.  Each
        Purchaser understands and acknowledges, severally and not jointly with any
        other
        Purchaser, that the Commission currently takes the position that coverage
        of
        short sales of securities “against the box” prior to the effective date of a
        registration statement is a violation of Section 5 of the Securities
        Act.  Each Purchaser agrees, severally and not jointly, that it will
        not engage in any Short Sales that result in the disposition of the Units
        acquired hereunder by the Purchaser until such time as the Shelf Registration
        Statement (as defined in the Registration Rights Agreement) is declared
        effective (it being understood that the entering into of a total return swap
        should not be considered a Short Sale of Units); provided,
however, this Section 5.11 shall not apply, in the case of a
        Purchaser
        that is a large multi-unit investment or commercial banking organization,
        to
        activities in the normal course of trading units of such Purchaser other
        than
        the Participating Unit, so long as such other units are not acting on behalf
        of
        the Participating Unit and have not been provided with confidential information
        regarding the Partnership by the Participating Unit.  No Purchaser
        makes any representation, warranty or covenant hereby that it will not engage
        in
        Short Sales in the securities of the Partnership otherwise owned by such
        Purchaser or borrowed from a broker after the date the press release
        contemplated by this Agreement is issued by the Partnership.

       

      
        
          
          

        

        
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      ARTICLE
        VI

       

      CLOSING
        CONDITIONS

       

      Section
        6.01                                Conditions
        to the Closing.

       

      (a)           Mutual
        Conditions.  The respective obligation of each Party to consummate
        the purchase and issuance and sale of the Restricted Units shall be subject
        to
        the satisfaction on or prior to the Closing Date of each of the following
        conditions (any or all of which may be waived by a particular Party on behalf
        of
        itself in writing, in whole or in part, to the extent permitted by applicable
        Law):

       

      (i)           no
        Law shall have been enacted or promulgated, and no action shall have been
        taken,
        by any Governmental Authority of competent jurisdiction which temporarily,
        preliminarily or permanently restrains, precludes, enjoins or otherwise
        prohibits the consummation of the transactions contemplated by this Agreement
        or
        makes the transactions contemplated by this Agreement illegal; and

       

      (ii)           there
        shall not be pending any Action by any Governmental Authority seeking to
        restrain, preclude, enjoin or prohibit the transactions contemplated by this
        Agreement.

       

      (b)           Each
        Purchaser’s Conditions.  The respective obligation of each
        Purchaser to consummate the purchase of its Restricted Units shall be subject
        to
        the satisfaction on or prior to the Closing Date of each of the following
        conditions (any or all of which may be waived by a particular Purchaser on
        behalf of itself in writing, in whole or in part, to the extent permitted
        by
        applicable Law):

       

      (i)           the
        Partnership shall have performed and complied with the covenants and agreements
        contained in this Agreement that are required to be performed and complied
        with
        by the Partnership on or prior to the Closing Date;

       

      (ii)           the
        representations and warranties of the Partnership contained in this Agreement
        that are qualified by materiality or Partnership Material Adverse Effect
        shall
        be true and correct when made and as of the Closing Date and all other
        representations and warranties shall be true and correct in all material
        respects when made and as of the Closing Date, in each case as though made
        at
        and as of the Closing Date (except that representations made as of a specific
        date shall be required to be true and correct as of such date
        only);

       

      
        
          
          

        

        
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      (iii)           since
        the date of this Agreement, no Partnership Material Adverse Effect shall
        have
        occurred and be continuing;

       

      (iv)           the
        Partnership shall have submitted to the NASDAQ Global Select Market a
        Notification Form: Listing of Additional Units with respect to the Restricted
        Units and no notice of delisting from the NASDAQ Global Select Market shall
        have
        been received by the Partnership with respect to the Units; and

       

      (v)           the
        Partnership shall have delivered, or caused to be delivered, to the Purchasers
        at the Closing, the Partnership’s closing deliveries described in Section
        6.02.

       

      (c)           The
        Partnership’s Conditions.  The obligation of the Partnership to
        consummate the sale of the Restricted Units to each of the Purchasers shall
        be
        subject to the satisfaction on or prior to the Closing Date of each of the
        following conditions with respect to each Purchaser individually and not
        the
        Purchasers jointly (any or all of which may be waived by the Partnership
        in
        writing, in whole or in part, to the extent permitted by applicable
        Law):

       

      (i)           each
        Purchaser shall have performed and complied with the covenants and agreements
        contained in this Agreement that are required to be performed and complied
        with
        by that Purchaser on or prior to the Closing Date;

       

      (ii)           the
        representations and warranties of each Purchaser contained in this Agreement
        that are qualified by materiality or Purchaser Material Adverse Effect shall
        be
        true and correct when made and as of the Closing Date and all other
        representations and warranties of the Purchasers shall be true and correct
        in
        all material respects when made and as of the Closing Date, in each case
        as
        though made at and as of the Closing Date (except that representations made
        as
        of a specific date shall be required to be true and correct as of such date
        only);

       

      (iii)           since
        the date of this Agreement, no Purchaser Material Adverse Effect shall have
        occurred and be continuing; and

       

      (iv)           each
        Purchaser shall have delivered, or caused to be delivered, to the Partnership
        at
        the Closing, such Purchaser’s closing deliveries described in Section
        6.03.

       

      Section
        6.02                                Partnership
        Deliveries.  At
        the Closing, subject to the terms and conditions of this Agreement, the
        Partnership will deliver, or cause to be delivered, to each
        Purchaser:

       

      (a)           The
        Restricted Units by delivering certificates (bearing the legend set forth
        in
Section 4.08 and meeting the requirements of the Partnership Agreement)
        evidencing such Restricted Units at the Closing, all free and clear of any
        Liens, encumbrances or interests of any other party other than restrictions
        on
        transfer imposed by federal and state securities Laws and those imposed by
        such
        Purchaser; provided, however, that such certificates representing the Restricted
        Units may be delivered within seven (7) Business Days of the Closing
        Date;

       

      
        
          
          

        

        
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      (b)           Copies
        of (i) the Certificate of Limited Partnership of the Partnership and (ii)
        the
        Certificate of Formation of the General Partner, each certified by the Secretary
        of State of the State of Delaware, dated as of a recent date, and as certified
        pursuant to Section 6.02(h);

       

      (c)           A
        certificate of the Secretary of State of the State of Delaware, dated as
        of a
        recent date, that each of the Partnership and the General Partner is in good
        standing;

       

      (d)           A
        cross-receipt, dated the Closing Date, executed by the Partnership and delivered
        to each Purchaser certifying that it has received the Commitment Purchase
        Amount
        with respect to the Restricted Units issued and sold to such
        Purchaser;

       

      (e)           The
        Registration Rights Agreement in substantially the form attached to this
        Agreement as Exhibit A, which shall have been duly executed by the
        Partnership;

       

      (f)           An
        opinion addressed to the Purchasers from legal counsel to the Partnership,
        dated
        the Closing Date, substantially similar in substance to the form of opinion
        attached to this Agreement as Exhibit B;

       

      (g)           An
        Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit C; and

       

      (h)           A
        certificate of the Secretary or Assistant Secretary of the General Partner, on
        behalf of itself and the Partnership, certifying as to (i) the Certificate
        of
        Limited Partnership of the Partnership; (ii) the Certificate of Formation
        of the
        General Partner; (iii) the Partnership Agreement; (iv) the limited liability
        company agreement of the General Partner; (v) board resolutions authorizing
        the
        execution and delivery of the Basic Documents and the consummation of the
        transactions contemplated thereby and hereby; and (vi) the incumbent officers
        authorized to execute the Basic Documents, setting forth the name and title
        and
        bearing the signatures of such officers.

       

      Section
        6.03                                Purchaser
        Deliveries.  At
        the Closing, subject to the terms and conditions of this Agreement, each
        Purchaser will deliver, or cause to be delivered:

       

      (a)           payment
        to the Partnership of such Purchaser’s Commitment Purchase Amount by wire
        transfer(s) of immediately available funds;

       

      (b)           the
        Registration Rights Agreement in substantially the form attached to this
        Agreement as Exhibit A, which shall have been duly executed by such
        Purchaser;

       

      (c)           a
        cross-receipt, dated the Closing Date, executed by such Purchaser and delivered
        to the Partnership certifying that such Purchaser has received certificates
        evidencing the number of Restricted Units set forth below the name of such
        Purchaser on the attached signature pages; and

       

      (d)           an
        Officer’s Certificate substantially in the form attached to this Agreement as
Exhibit D.

       

      
        
          
          

        

        
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      ARTICLE
        VII

       

      INDEMNIFICATION,
        COSTS AND EXPENSES

       

      Section
        7.01                                Indemnification
        by the Partnership.  The
        Partnership agrees to indemnify each Purchaser and its Representatives
        (collectively, “Purchaser Related Parties”) from, and hold each of them harmless
        against, any and all losses, actions, suits, proceedings (including any
        investigations, litigation or inquiries), demands and causes of action, and,
        in
        connection therewith, and promptly on demand, pay and reimburse each of them
        for
        all costs, losses, liabilities, damages, or expenses of any kind or nature
        whatsoever, including the reasonable fees and disbursements of counsel and
        all
        other reasonable expenses incurred in connection with investigating, defending
        or preparing to defend any such matter that may be incurred by them or asserted
        against or involve any of them as a result of, arising out of, or in any
        way
        related to the breach of any of the representations, warranties or covenants
        of
        the Partnership contained herein; provided that such claim for
        indemnification relating to a breach of a representation or warranty is made
        prior to the expiration of such representation or warranty; and provided
        further, that no Purchaser Related Party shall be entitled to recover
        special, consequential (including lost profits) or punitive damages.  Notwithstanding
        anything to the contrary, consequential damages shall not be deemed to include
        diminution in value of the Restricted Units, which is specifically included
        in
        damages covered by Purchaser Related Parties’ indemnification.

       

      Section
        7.02                                Indemnification
        by Purchasers.  Each
        Purchaser agrees, severally and not jointly, to indemnify the Partnership,
        the
        General Partner and their respective Representatives (collectively, “Partnership
        Related Parties”) from, and hold each of them harmless against, any and all
        losses, actions, suits, proceedings (including any investigations, litigation,
        or inquiries), demands and causes of action and, in connection therewith,
        and
        promptly upon demand, pay and reimburse each of them for all costs, losses,
        liabilities, damages, or expenses of any kind or nature whatsoever, including,
        without limitation, the reasonable fees and disbursements of counsel and
        all
        other reasonable expenses incurred in connection with investigating, defending
        or preparing to defend any such matter that may be incurred by them or asserted
        against or involve any of them as a result of, arising out of, or in any
        way
        related to the breach of any of the representations, warranties or covenants
        of
        such Purchaser contained herein; provided that such claim for
        indemnification relating to a breach of a representation or warranty is made
        prior to the expiration of such representation or warranty; and provided
        further, that no Partnership Related Party shall be entitled to recover
        special, consequential (including lost profits) or punitive
        damages.

       

      Section
        7.03                                Indemnification
        Procedure.  Promptly
        after any Partnership Related Party or Purchaser Related Party (hereinafter,
        the
“Indemnified Party”) has received notice of any indemnifiable claim hereunder,
        or the commencement of any action or proceeding by a third party, which the
        Indemnified Party believes in good faith is an indemnifiable claim under
        this
        Agreement, the Indemnified Party shall give the indemnitor hereunder (the
        “Indemnifying Party”) written notice of such claim or the commencement of such
        action or proceeding, but failure to so notify the Indemnifying Party will
        not
        relieve the Indemnifying Party from any liability it may have to such
        Indemnified Party hereunder except to the extent that the Indemnifying Party
        is
        materially prejudiced by such failure. Such notice shall state the nature
        and
        the basis of such claim to the extent then known.  The
        Indemnifying Party shall have the right to defend and settle, at its own
        expense
        and by its own counsel who shall be reasonably 

       

      
        
          
          

        

        
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        acceptable
          to the Indemnified Party, any such matter as long as the Indemnifying Party
          pursues the same diligently and in good faith. If the Indemnifying Party
          undertakes to defend or settle, it shall promptly notify the Indemnified
          Party
          of its intention to do so, and the Indemnified Party shall cooperate with
          the
          Indemnifying Party and its counsel in all commercially reasonable respects
          in
          the defense thereof and the settlement thereof. Such cooperation shall
          include
          furnishing the Indemnifying Party with any books, records and other information
          reasonably requested by the Indemnifying Party and in the Indemnified Party’s
          possession or control.  Such cooperation of the Indemnified Party
          shall be at the cost of the Indemnifying Party.  After the
          Indemnifying Party has notified the Indemnified Party of its intention
          to
          undertake to defend or settle any such asserted liability, and for so long
          as
          the Indemnifying Party diligently pursues such defense, the Indemnifying
          Party
          shall not be liable for any additional legal expenses incurred by the
          Indemnified Party in connection with any defense or settlement of such
          asserted
          liability; provided, however, that the Indemnified Party shall be
          entitled (i) at its expense, to participate in the defense of such asserted
          liability and the negotiations of the settlement thereof and (ii) if (A)
          the
          Indemnifying Party has failed to assume the defense or employ counsel reasonably
          acceptable to the Indemnified Party or (B) if the defendants in any such
          action
          include both the Indemnified Party and the Indemnifying Party and counsel
          to the
          Indemnified Party shall have concluded that there may be reasonable defenses
          available to the Indemnified Party that are different from or in addition
          to
          those available to the Indemnifying Party or if the interests of the Indemnified
          Party reasonably may be deemed to conflict with the interests of the
          Indemnifying Party, then the Indemnified Party shall have the right to
          select a
          separate counsel and to assume such legal defense and otherwise to participate
          in the defense of such action, with the expenses and fees of such separate
          counsel and other expenses related to such participation to be reimbursed
          by the
          Indemnifying Party as incurred.  Notwithstanding any other provision
          of this Agreement, the Indemnifying Party shall not settle any indemnified
          claim
          without the consent of the Indemnified Party, unless the settlement thereof
          imposes no liability or obligation on, involves no admission of wrongdoing
          or
          malfeasance by, and includes a complete release from liability of, the
          Indemnified Party.

      

       

      ARTICLE
        VIII

       

      MISCELLANEOUS

       

      Section
        8.01                                Interpretation.  Article,
        Section, Schedule, and Exhibit references are to this Agreement, unless
        otherwise specified. All references to instruments, documents, contracts,
        and
        agreements are references to such instruments, documents, contracts, and
        agreements as the same may be amended, supplemented, and otherwise modified
        from
        time to time, unless otherwise specified. The word “including” shall mean
“including but not limited to.”  Whenever any Party has an obligation
        under the Basic Documents, the expense of complying with such obligation
        shall
        be an expense of such Party unless otherwise specified therein.  Whenever
        any determination, consent or approval is to be made or given by a Purchaser
        under the Basic Documents, such action shall be in such Purchaser’s sole
        discretion unless otherwise specified therein.  If any provision in
        the Basic Documents is held to be illegal, invalid, not binding, or
        unenforceable, such provision shall be fully severable and the Basic Documents
        shall be construed and enforced as if such illegal, invalid, not binding,
        or
        unenforceable provision had never comprised a part of the Basic Documents,
        and
        the remaining provisions shall remain in full force and effect. The Basic
        Documents have been reviewed and negotiated by sophisticated parties with
        access
        to legal counsel and shall not be construed against the drafter.

       

      
        
          
          

        

        
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      Section
        8.02                                Survival
        of Provisions.  The
        representations and warranties set forth in Sections 3.02, 3.04, 3.06, 3.07,
        3.12, 3.13, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09 and 4.10 of this Agreement
        shall survive the execution and delivery of this Agreement indefinitely,
        and the
        other representations and warranties set forth in this Agreement shall survive
        for a period of twelve (12) months following the Closing Date regardless
        of any
        investigation made by or on behalf of the Partnership or any
        Purchaser.  The
        covenants made in this Agreement or any other Basic Document shall survive
        the
        closing of the transactions described herein and remain operative and in
        full
        force and effect regardless of acceptance of any of the Restricted Units
        and
        payment therefor and repayment, conversion or repurchase thereof. All
        indemnification obligations of the Partnership and the Purchasers pursuant
        to
        this Agreement and the provisions of Article VII shall remain operative and
        in
        full force and effect unless such obligations are expressly terminated in
        a
        writing by the Parties, regardless of any purported general termination of
        this
        Agreement.

       

      Section
        8.03                                No
        Waiver; Modifications in Writing.

       

      (a)           Delay.  No
        failure or delay on the part of any Party in exercising any right, power,
        or
        remedy hereunder shall operate as a waiver thereof, nor shall any single
        or
        partial exercise of any such right, power, or remedy preclude any other or
        further exercise thereof or the exercise of any right, power, or remedy.
        The
        remedies provided for herein are cumulative and are not exclusive of any
        remedies that may be available to a Party at Law or in equity or
        otherwise.

       

      (b)           Specific
        Waiver.  Except as otherwise provided herein, no amendment,
        waiver, consent, modification, or termination of any provision of this Agreement
        or any other Basic Document shall be effective unless signed by each of Parties
        or each of the original signatories thereto affected by such amendment, waiver,
        consent, modification, or termination. Any amendment, supplement or modification
        of or to any provision of this Agreement or any other Basic Document, any
        waiver
        of any provision of this Agreement or any other Basic Document, and any consent
        to any departure by the Partnership from the terms of any provision of this
        Agreement or any other Basic Document shall be effective only in the specific
        instance and for the specific purpose for which made or given.  Except
        where notice is specifically required by this Agreement, no notice to or
        demand
        on the Partnership in any case shall entitle the Partnership to any other
        or
        further notice or demand in similar or other circumstances.

       

      Section
        8.04                                Binding
        Effect; Assignment

       

      (a)           Binding
        Effect. This Agreement shall be binding upon the Partnership, each
        Purchaser, and their respective successors and permitted
        assigns.  Except as expressly provided in this Agreement, this
        Agreement shall not be construed so as to confer any right or benefit upon
        any
        Person other than the Parties to this Agreement and as provided in Article
        VII,
        and their respective successors and permitted assigns.

       

      (b)           Assignment
        of Restricted Units. All or any portion of a Purchaser’s Restricted Units
        purchased pursuant to this Agreement may be sold, assigned or pledged by
        such
        Purchaser, subject to compliance with applicable securities Laws, Section
        4.04, Section 5.02 and the Registration Rights
        Agreement.

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      (c)           Assignment
        of Rights. Each Purchaser under this Agreement may assign all or any portion
        of its rights hereunder without the consent of the Partnership to (i) any
        Affiliate of such Purchaser or (ii) in connection with a total return swap
        or
        similar transaction with respect to the Restricted Units purchased by such
        Purchaser; provided, in each case, the assignee shall be deemed to be a
        Purchaser hereunder with respect to such assigned rights and shall agree
        to be
        bound by the provisions of this Agreement.  Except as expressly
        permitted by this Section 8.04(c), such rights may not otherwise be
        transferred except with the prior written consent of the Partnership (which
        consent shall not be unreasonably withheld).

       

      Section
        8.05                                Aggregation
        of Restricted Units.  All
        Restricted Units held or acquired by Persons who are Affiliates of one another
        shall be aggregated together for the purpose of determining the availability
        of
        any rights under this Agreement.

       

      Section
        8.06                                Confidentiality
        and Non-Disclosure.  Notwithstanding
        anything herein to the contrary, each Purchaser that has entered into a
        confidentiality agreement in favor of the Partnership shall continue to be
        bound
        by such confidentiality agreement in accordance with the terms
        thereof.

       

      Section
        8.07                                Communications.  All
        notices and demands provided for hereunder shall be in writing and shall
        be
        given by regular mail, registered or certified mail, return receipt requested,
        telecopy, air courier guaranteeing overnight delivery, electronic mail or
        personal delivery to the addresses listed in Exhibit B of this Agreement
        or to
        such other address as the Partnership or such Purchaser may designate in
        writing.  All
        notices and communications shall be deemed to have been duly given: at the
        time
        delivered by hand, if personally delivered; at the time of transmittal, if
        sent
        via electronic mail; upon actual receipt if sent by registered or certified
        mail, return receipt requested, or regular mail, if mailed; when receipt
        acknowledged, if sent via facsimile; and upon actual receipt when delivered
        by
        air courier guaranteeing overnight delivery.

       

      Section
        8.08                                Removal
        of Legend.  The
        Partnership, at its sole cost, shall remove the legend described in Section
        4.08
        from the certificates evidencing the Restricted Units at the request of a
        Purchaser submitting to the Partnership such certificates, together with
        an
        opinion of counsel of such Purchaser and other documentation, if required
        by the
        Partnership’s transfer agent, to the effect that such legend is no longer
        required under the Securities Act or applicable state securities Laws, as
        the
        case may be, unless the Partnership, with the advice of counsel, reasonably
        determines that such removal is inappropriate; provided that no opinion
        of counsel shall be required by the Partnership in the event a Purchaser
        is
        effecting a sale of such Restricted Units pursuant to and in accordance with
        Rule 144 under the Securities Act or an effective registration statement
        and (i)
        the transfer agent does not require an opinion of counsel or (ii) the Purchaser
        provides counsel to the Partnership with such certificates or other evidence
        reasonably requested in order for such counsel to render an opinion to the
        transfer agent.

       

      Section
        8.09                                Entire
        Agreement.  This
        Agreement, the other Basic Documents and any confidentiality agreement executed
        by a Purchaser in favor of the Partnership are intended by the Parties as
        a
        final expression of their agreement and intended to be a complete and exclusive
        statement of the agreement and understanding of the Parties hereto and thereto
        in respect of the

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

         

        subject
          matter contained herein and therein. There are no restrictions, promises,
          warranties or undertakings, other than those set forth or referred to herein
          and
          therein with respect to the rights granted by the Partnership or a Purchaser
          set
          forth herein and therein.  This
          Agreement, the other Basic Documents and any confidentiality agreement
          executed
          by a Purchaser in favor of the Partnership supersede all prior agreements
          and
          understandings between the Parties with respect to such subject
          matter.  The Schedules and Exhibits referred to herein and attached
          hereto are incorporated herein by this reference, and unless the context
          expressly requires otherwise, are incorporated in the definition of
“Agreement.”

      

       

      Section
        8.10                                Governing
        Law.  This
        Agreement will be construed in accordance with and governed by the Laws of
        the
        State of New York without regard to principles of conflicts of Laws that
        would
        apply the substantive law of some other jurisdiction.

       

      Section
        8.11                                Execution
        in Counterparts.  This
        Agreement may be executed in any number of counterparts and by different
        Parties
        hereto in separate counterparts, each of which counterparts, when so executed
        and delivered, shall be deemed to be an original and all of which counterparts,
        taken together, shall constitute but one and the same Agreement.

       

      Section
        8.12                                Expenses.  The
        Partnership hereby covenants and agrees to reimburse counsel to the Purchasers,
        for reasonable and documented legal fees incurred in connection with the
        negotiation, execution, delivery and performance of the Basic Documents and
        the
        transactions contemplated thereby, such reimbursable amount not to exceed
        $75,000, subject to proration commensurate with each of the Purchaser’s
        Commitment Amount.  If any action at law or equity is necessary to
        enforce or interpret the terms of the Basic Documents, the prevailing party
        shall be entitled to reasonable attorney’s fees, out-of-pocket costs and
        necessary disbursements in addition to any other relief to which such party
        may
        be entitled.

       

      Section
        8.13                                Obligations
        Limited to Parties to Agreement.  Each
        of the Parties hereto covenants, agrees and acknowledges that no Person other
        than the Purchasers (and their permitted assignees) shall have any obligation
        hereunder and that, notwithstanding that one or more of the Purchasers may
        be a
        corporation, partnership or limited liability company, no recourse under
        this
        Agreement or the other Basic Documents or under any documents or instruments
        delivered in connection herewith or therewith shall be had against any former,
        current or future director, officer, employee, agent, general or limited
        partner, manager, member, stockholder or Affiliate of any of the Purchaser
        or
        any former, current or future director, officer, employee, agent, general
        or
        limited partner, manager, member, stockholder or Affiliate of any of the
        foregoing, whether by the enforcement of any assessment or by any legal or
        equitable proceeding, or by virtue of any applicable Law, it being expressly
        agreed and acknowledged that no personal liability whatsoever shall attach
        to,
        be imposed on or otherwise be incurred by any former, current or future
        director, officer, employee, agent, general or limited partner, manager,
        member,
        stockholder or Affiliate of any of the Purchasers or any former, current
        or
        future director, officer, employee, agent, general or limited partner, manager,
        member, stockholder or Affiliate of any of the foregoing, as such, for any
        obligations of the Purchasers under this Agreement or the other Basic Documents
        or any documents or instruments delivered in connection herewith or therewith
        or
        for any claim based on, in respect of or by reason of such obligation or
        its
        creation, except in each case for any assignee of a Purchaser
        hereunder.

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      Section
        8.14                                Waiver
        of Preemptive Right by General Partner.  The
        General Partner hereby waives (for itself and on behalf of its Affiliates)
        its
        preemptive rights provided under Sections 5.2(b) and Section 5.8 of the
        Partnership Agreement with respect to the issuances of Partnership Securities
        pursuant to this Agreement.

       

      Section
        8.15                                Termination.

       

      (a)           Notwithstanding
        anything herein to the contrary, this Agreement may be terminated at any
        time at
        or prior to the Closing by the mutual written consent of the Purchasers entitled
        to purchase a majority of the Restricted Units and the Partnership.

       

      (b)           Notwithstanding
        anything herein to the contrary, this Agreement shall automatically terminate
        at
        any time at or prior to the Closing:

       

      (i)           if
        a statute, rule, order, decree or regulation shall have been enacted or
        promulgated, or if any action shall have been taken by any Governmental
        Authority of competent jurisdiction which permanently restrains, precludes,
        enjoins or otherwise prohibits the consummation of the transactions contemplated
        by this Agreement or makes the transactions contemplated by this Agreement
        illegal; or

       

      (ii)           if
        the Closing shall not have occurred on or before November 13, 2007.

       

      (c)           In
        the event of the termination of this Agreement as provided in Sections
        8.15(a) or 8.15(b), this Agreement shall forthwith become null and
        void.  In the event of such termination, there shall be no liability
        on the part of any Party hereto, except as set forth in Article VII
        of this Agreement and except with respect to the requirement to comply with
        any
        confidentiality agreement in favor of the Partnership; provided that
        nothing herein shall relieve any party from any liability or obligation with
        respect to any willful breach of this Agreement.

       

      Section
        8.16                                Exceptions. 
Notwithstanding
        Sections 4.04, 4.12, 5.02, and 5.11 with respect to Morgan Stanley & Co.,
        Inc. and its Affiliates, the restrictions or representations, as applicable,
        contained in Sections 4.04, 4.12, 5.02 and 5.11 shall only apply to Morgan
        Stanley Strategic Investments, Inc. of Morgan Stanley as currently configured,
        and shall not restrict or limit the activities of any area or division of
        Morgan
        Stanley & Co. or any of its Affiliates, other than Morgan Stanley Strategic
        Investments, Inc. of Morgan Stanley as currently configured.

       

       [Signature
        Pages to Follow.]

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      


       

      IN
        WITNESS WHEREOF, the Parties hereto execute this Agreement, effective as
        of the
        date first above written.

       

      
        	 	
                LEGACY
                  RESERVES L.P.

                 

                By: Legacy Reserves GP, LLC,

                         its
                  General Partner 

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/ Steven
                H. Pruett	 
	 	 	Steven
                H. Pruett	 
	 	 	President,
                Chief Financial
                Officer and Secretary	 
	 	 	 	 


      

    

    
      	 	LEGACY
              RESERVES GP, LLC	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Steven
              H. Pruett	 
	 	 	Steven
              H. Pruett	 
	 	 	President,
              Chief Financial Officer and Secretary	 
	 	 	 	 


    

     

    
      
        Signature
          Page to Unit Purchase Agreement

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      PURCHASERS

       

      


       

      Name
        of
        Purchaser:        Alerion Equities,
        LLC                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Ronald J.
        Bangs

      Name
        of
        Authorized Signatory:     Ronald J.
        Bangs                                                                                                                                          

      Title
        of
        Authorized Signatory: Chief Operating Officer of Hartz Capital, Inc., The
        Manager of

       Purchaser                                                                                               

      Email
        Address of Purchaser:
 noah.lerner@hartzcapital.com                                                                                                                                          

      Fax
        Number of
        Purchaser:     201-866-6387                                                                                                                                          

      Telephone
        Number of
        Purchaser:  201-272-6004                                                                                                                                          

      Address
        for Notice of Purchaser:   c/o Hartz Capital,
        Inc.                                                                                                                                          

          400
        Plaza
        Drive                                                                                            

          Secaucus,
        NJ  07094                                                                                            

          Attn:  Noah
        Lerner                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $1,999,980.00

      


      Units:  97,560

      


      
        
          Signature
            Page to Unit Purchase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:   Calm Waters
        Partnership                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Richard S.
        Strong

      Name
        of
        Authorized Signatory:    Richard S.
        Strong                                                                                                                                          

      Title
        of
        Authorized Signatory:   Managing
        Partner                                                                                                                                          

      Email
        Address of
        Purchaser:  shollister@baraboogrowth.com                                                                                                                                          

      Fax
        Number of
        Purchaser:   414-453-9174                                                                                                                                          

      Telephone
        Number of
        Purchaser:    414-456-1136                                                                                                                                          

      Address
        for Notice of Purchaser:    115 S. 84th Street, Suite
        200                                                                                                                                          

          Milwaukee,
        WI  53214                                                                                            

          Attention:  Susan
        A.
        Hollister                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


         same                                                                                            

      


      


      


      Subscription
        Amount: $3,733,419.00

      


      Units:  182,118

       

      
        
          Signature
            Page to Unit Purchase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Capital Ventures International by:  Heights
        Capital Management, Inc.

         its
        authorized
        agent                                                                                                               

      Signature
        of Authorized Signatory of Purchaser:  /s/ Martin
        Kobinger

      Name
        of
        Authorized Signatory:     Martin
        Kobinger                                                                                                                                          

      Title
        of
        Authorized Signatory:   Investment
        Manager                                                                                                                                          

      Email
        Address of Purchaser: winer@sig.com and
        kobinger@sig.com

      Fax
        Number of
        Purchaser:  415-403-6525                                                                                                                                          

      Telephone
        Number of
        Purchaser:  415-403-6500                                                                                                                                          

      Address
        for Notice of Purchaser:   c/o Heights Capital
        Management                                                                                                                                          

        101
        California Street, Suite
        3250                                                                                            

        San
        Francisco, CA
        94111                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $2,870,000.00

      


      Units:  140,000

       

      
        
          Signature
            Page to Unit Purchase Agreement

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Harvest Infrastructure Partners Fund
        LLC                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Anthony
        Merhige

      Name
        of
        Authorized Signatory:  Anthony
        Merhige                                                                                                                                          

      Title
        of
        Authorized Signatory:  CAO & General
        Counsel                                                                                                                                          

      Email
        Address of
        Purchaser:  amerhige@harvestmlp.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  610-995-9775                                                                                                                                          

      Telephone
        Number of
        Purchaser:  610-341-9700                                                                                                                                          

      Address
        for Notice of Purchaser:  c/o Harvest Fund Advisors
        LLC                                                                                                                                          

        485
        Devon Park Drive, Suite
        110                                                                                            

        Wayne,
        PA  19087                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $1,179,980.00

      


      Units:  57,560

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Harvest Sharing
        LLC                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Anthony
        Merhige

      Name
        of
        Authorized Signatory:  Anthony
        Merhige                                                                                                                                          

      Title
        of
        Authorized Signatory:  CAO & General
        Counsel                                                                                                                                          

      Email
        Address of Purchaser:
        amerhige@harvestmlp.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  610-995-9775                                                                                                                                          

      Telephone
        Number of
        Purchaser:  610-341-9700                                                                                                                                          

      Address
        for Notice of Purchaser:  c/o Harvest Fund Advisors
        LLC                                                                                                                                          

        485
        Devon Park Drive, Suite
        110                                                                                            

        Wayne,
        PA  19087                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $820,000.00

      


      Units:  40,000

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  HITE Hedge
        LP                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ James
        Jampel                                                                                                                                          

      Name
        of
        Authorized Signatory:   James
        Jampel                                                                                                                                          

      Title
        of
        Authorized
        Signatory:  President                                                                                                                                          

      Email
        Address of Purchaser:
  jjampel@HITEHedge.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  208-694-0433                                                                                                                                          

      Telephone
        Number of
        Purchaser:  617-630-1992                                                                                                                                          

      Address
        for Notice of Purchaser: 215 Valentine
        Street                                                                                                                                          

        Newton,
        MA  02465                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        Lehman
        Brothers                                                                                            

        Attention:  Daniel
        Pan                                                                                            

        HITE
        Hedge
        LP                                                                                            

        399
        Park
        Avenue                                                                                            

        New
        York,
        NY  10022                                                                                            

      


      Subscription
        Amount: $1,545,700.00

      


      Units:  75,400

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  HITE MLP
        LP                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ James
        Jampel                                                                                                                                          

      Name
        of
        Authorized Signatory:   James
        Jampel                                                                                                                                          

      Title
        of
        Authorized
        Signatory:  President                                                                                                                                          

      Email
        Address of Purchaser:
  jjampel@HITEHedge.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  208-694-0433                                                                                                                                          

      Telephone
        Number of
        Purchaser:  617-630-1992                                                                                                                                          

      Address
        for Notice of Purchaser: 215 Valentine
        Street                                                                                                                                          

        Newton,
        MA  02465                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        Morgan
        Stanley                                                                                            

        Carmine
        Taglione                                                                                            

        Re:  HITE
        MLP
        LP                                                                                            

        2000
        Westchester Avenue, Floor 1A
        North                                                                                            

        Purchase,
        NY  10577                                                                                            

      


      Subscription
        Amount: $104,550.00

      


      Units:  5,100

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Lehman Brothers
        Inc.                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Thomas
        Regazzi

      Name
        of
        Authorized Signatory:    Thomas
        Regazzi                                                                                                                                          

      Title
        of
        Authorized Signatory:  Vice
        President                                                                                                                                          

      Email
        Address of Purchaser: wmaloney@lehman.com, cc:
EqSwapsNY@lehman.com and

        mdanton@lehman.com                                                                                                  

      Fax
        Number of
        Purchaser:                                                                                                                                          

      Telephone
        Number of
        Purchaser:  212-526-1955                                                                                                                                          

      Address
        for Notice of Purchaser:  745 Seventh
        Avenue                                                                                                                                          

        New
        York, New York
        10019-6801                                                                                            

        Attn:  Managing
        Director, Equity
        Synthetics                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        DTCC/New
        York window, A/C Lehman Brothers Inc.

        55
        Water Street, 1st Floor, New York, New York 10041

        Attn:  Pat
        Hurley, Telephone
        212-855-2400                                                                                            

      


      Subscription
        Amount: $4,499,750.00

      


      Units:
        219,500

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Morgan Stanley Strategic Investments,
        Inc.                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:   /s/ Alan
        Thomas                                                                                                                                          

      Name
        of
        Authorized Signatory:  Alan
        Thomas                                                                                                                                          

      Title
        of
        Authorized Signatory:   Vice
        President                                                                                                                                          

      Email
        Address of
        Purchaser:  amanda.bixler@morganstanley.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  646-290-2603                                                                                                                                          

      Telephone
        Number of
        Purchaser:  212-762-4707                                                                                                                                          

      Address
        for Notice of Purchaser:  1221 Avenue of the
        Americas                                                                                                                                          

        New
        York, NY
        10020                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        same                                                                                            

      


      


      


      Subscription
        Amount: $7,l64,750.00

      


      Units:  349,500

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Morgan Stanley Strategic Investments,
        Inc.                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:   /s/ Alan
        Thomas                                                                                                                                          

      Name
        of
        Authorized Signatory:  Alan
        Thomas                                                                                                                                          

      Title
        of
        Authorized Signatory:   Vice
        President                                                                                                                                          

      Email
        Address of
        Purchaser:  amanda.bixler@morganstanley.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  646-290-2603                                                                                                                                          

      Telephone
        Number of
        Purchaser:  212-762-4707                                                                                                                                          

      Address
        for Notice of Purchaser:  1221 Avenue of the Americas, 40th
        Floor

        New
        York, NY
        10020                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        same                                                                                            

      


      


      


      Subscription
        Amount: $9,999,982.00

      


      Units:  487,804

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  RCH Energy MLP Fund A,
        L.P.                                                                                                                                          

        By:
        RCH Energy MLP
        Fund GP, L.P., Its General Partner

              By:  RR
        Advisors, LLC, Its General
        Partner                                                                                                               

      Signature
        of Authorized Signatory of Purchaser:  /s/ Robert
        Raymond

      Name
        of
        Authorized Signatory:  Robert
        Raymond                                                                                                                                          

      Title
        of
        Authorized
        Signatory:  Sole-Member                                                                                                                                          

      Email
        Address of Purchaser:
        rraymond@rchenergy.com                                                                                                                                          

      Fax
        Number of Purchaser:
  214-871-8683                                                                                                                                          

      Telephone
        Number of
        Purchaser:  214-871-8680                                                                                                                                          

      Address
        for Notice of Purchaser:  200 Crescent Court, Suite
        1060                                                                                                                                          

        Dallas,
        Texas
        75201                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $61,500.00

      


      Units:  3,000

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  RCH Energy MLP Fund,
        L.P.                                                                                                                                          

        By:
        RCH Energy MLP
        Fund GP, L.P., Its General Partner

              By:  RR
        Advisors, LLC, Its General
        Partner                                                                                                               

      Signature
        of Authorized Signatory of Purchaser:  /s/ Robert
        Raymond

      Name
        of
        Authorized Signatory:  Robert
        Raymond                                                                                                                                          

      Title
        of
        Authorized
        Signatory:  Sole-Member                                                                                                                                          

      Email
        Address of Purchaser:
        rraymond@rchenergy.com                                                                                                                                          

      Fax
        Number of Purchaser:
  214-871-8683                                                                                                                                          

      Telephone
        Number of
        Purchaser:  214-871-8680                                                                                                                                          

      Address
        for Notice of Purchaser:  200 Crescent Court, Suite
        1060                                                                                                                                          

        Dallas,
        Texas
        75201                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $4,938,491.00

      


      Units:  240,902

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  RCH Energy Opportunity Fund II,
        L.P.                                                                                                                                          

        By:
        RCH Energy
        Opportunity Fund II GP, L.P., Its General Partner

              By:  RR
        Advisors, LLC, Its General
        Partner                                                                                                               

      Signature
        of Authorized Signatory of Purchaser:  /s/ Robert
        Raymond

      Name
        of
        Authorized Signatory:  Robert
        Raymond                                                                                                                                          

      Title
        of
        Authorized
        Signatory:  Sole-Member                                                                                                                                          

      Email
        Address of Purchaser:
        rraymond@rchenergy.com                                                                                                                                          

      Fax
        Number of Purchaser:
  214-871-8683                                                                                                                                          

      Telephone
        Number of
        Purchaser:  214-871-8680                                                                                                                                          

      Address
        for Notice of Purchaser:  200 Crescent Court, Suite
        1060                                                                                                                                          

        Dallas,
        Texas
        75201                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $4,999,991.00

      


      Units:  243,902

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Salient
        Advisors                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Bruce G.
        Garrison

      Name
        of
        Authorized Signatory:  Bruce G.
        Garrison                                                                                                                                          

      Title
        of
        Authorized Signatory:  Director -
        REIT                                                                                                                                          

      Email
        Address of
        Purchaser:  jradcliffe@salientpartners.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  713-993-4698                                                                                                                                          

      Telephone
        Number of
        Purchaser:  713-993-4689                                                                                                                                          

      Address
        for Notice of Purchaser:  4265 San Felipe, 8th
        Floor                                                                                                                                          

        Houston,
        TX
        77027                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $799,992.00

      


      Units:  39,024

       

      
        
          Signature
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      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Salient Trust
        Co.                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Stephen M.
        Reckling

      Name
        of
        Authorized Signatory:  Stephen M.
        Reckling                                                                                                                                          

      Title
        of
        Authorized Signatory:  Managing
        Director                                                                                                                                          

      Email
        Address of
        Purchaser:  sreckling@salientpartners.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  713-993-4698                                                                                                                                          

      Telephone
        Number of
        Purchaser:  713-993-4622                                                                                                                                          

      Address
        for Notice of Purchaser:  4265 San Felipe, Suite
        800                                                                                                                                          

        Houston,
        TX
        77027                                                                                            

        Attn:  Sherry
        Ashley                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $1,200,008.50

      


      Units:   58,537

       

      
        
          Signature
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      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Structured Finance Americas,
        LLC                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Sunil Hariani /
        John Amone

      Name
        of
        Authorized Signatory:  Sunil Hariani / John
        Amone                                                                                                                                          

      Title
        of
        Authorized Signatory:  Vice President/Vice
        President                                                                                                                                          

      Email
        Address of
        Purchaser:  sunil.hariani@db.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  646-259-3264                                                                                                                                          

      Telephone
        Number of
        Purchaser:  212-250-6340                                                                                                                                          

      Address
        for Notice of Purchaser:  Structured Finance Americas,
        LLC                                                                                                                                          

        c/o
        Deutsche Bank Securities,
        Inc.                                                                                            

        Attn:  Jessica
        Wingerath                                                                                            

        60
        Wall Street, 14th Floor, New York, NY  10005

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        Structured
        Finance Americas,
        LLC                                                                                            

        c/o
        Deutsche Bank Securities,
        Inc.                                                                                            

        Attn:  Angela
        Lescailli                                                                                            

        60
        Wall Street, 14th Floor, New York, NY  10005

      


      Subscription
        Amount: $4,999,991.00

      


      Units:   243,902

       

      
        
          Signature
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      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Telemus Income Opportunity Fund
        LP                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Gregory A.
        Reid

      Name
        of
        Authorized Signatory:  Gregory A.
        Reid                                                                                                                                          

      Title
        of
        Authorized Signatory:  Managing
        Member                                                                                                                                          

      Email
        Address of
        Purchaser:  greg.reid@telemuscapital.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  713-621-1774                                                                                                                                          

      Telephone
        Number of
        Purchaser:  713-621-1777                                                                                                                                          

      Address
        for Notice of Purchaser:  4400 Post Oak
        Parkway                                                                                                                                          

        Houston,
        TX
        77027                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        Morgan
        Stanley & Co.
        Incorporated                                                                                            

        440
        S. LaSalle St., One Financial
        Place                                                                                            

        Chicago,
        IL  60605                                                                                            

        Attn:  Stephen
        Jeffers                                                                                            

      For
        Further Credit:

        Telemus
        Income Opportunity Fund,
        LP                                                                                            

        Account
        #
        038C37515                                                                                            

      


      Subscription
        Amount: $1,250,500.00

      


      Units:   61,000

       

      
        
          Signature
            Page to Unit Purchase Agreement

           

        

        
           

          
            

          

        

        
           

        

      

       

      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Tortoise Gas and Oil
        Corporation                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Zachary A.
        Hamel

      Name
        of
        Authorized Signatory:  Zachary A.
        Hamel                                                                                                                                          

      Title
        of
        Authorized Signatory:  Senior
        Vice-President                                                                                                                                          

      Email
        Address of
        Purchaser:  zhamel@tortoiseadvisors.com                                                                                                                                          

      Fax
        Number of
        Purchaser:  913-981-1021                                                                                                                                          

      Telephone
        Number of
        Purchaser:  913-981-1020                                                                                                                                          

      Address
        for Notice of Purchaser:  10801 Mastin Blvd., Ste.
        222                                                                                                                                          

        Overland
        Park,
        KS  66210                                                                                            

      


      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


        US
        Bank,
        N.A.                                                                                            

        Attn:  David
        Neumann                                                                                            

        1555
        North Rivercenter Drive, Suite
        302                                                                                            

        Milwaukee,
        WI  53212                                                                                            

      


      Subscription
        Amount: $14,999,993.50

      


      Units:  731,707

       

      
        
          Signature
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      PURCHASERS

       

      


       

      Name
        of
        Purchaser:  Wingate Capital
        Ltd.                                                                                                                                          

      Signature
        of Authorized Signatory of Purchaser:  /s/ Matthew
        Hinerfeld

      Name
        of
        Authorized Signatory:   Matthew
        Hinerfeld                                                                                                                                          

      Title
        of
        Authorized Signatory:  Managing Director and Deputy General
        Counsel

      Email
        Address of
        Purchaser:  CitadelAgreementNotice@citadelgroup.com

      Fax
        Number of
        Purchaser:  312-267-7300                                                                                                                                          

      Telephone
        Number of
        Purchaser:  312-395-2100                                                                                                                                          

      Address
        for Notice of Purchaser: c/o Citadel Limited
        Partnership                                                                                                                                          

       131
        South Dearborn
        Street                                                                                            

       Chicago,
        Illinois  60603                                                                                            

      Address
        for Delivery of Shares for Purchaser (if not same as address for
        notice):

      


      


      


      


      


      Subscription
        Amount: $7,499,986.50

      


      Units:   365,853

       

      
        
          Signature
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