ex_4-1.htm


    Exhibit
      4.1

     

     

     

     

     

     

    
      REGISTRATION
        RIGHTS AGREEMENT

       

      BY
        AND AMONG

       

      LEGACY
        RESERVES LP

       

      AND

       

      THE
        PURCHASERS NAMED ON THE SIGNATURE PAGES HERETO

       

      


       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      TABLE
        OF CONTENTS

       

      
        
          
            
              
                	
                        ARTICLE
                          I

                      	
                        DEFINITIONS

                      	
                        1

                      
	
                        Section
                          1.01

                      	
                        Definitions

                      	
                        1

                      
	
                        Section
                          1.02

                      	
                        Registrable
                          Securities

                      	
                        3

                      
	
                        Section
                          1.03

                      	
                        Rights
                          and Obligations

                      	
                        3

                      
	
                        ARTICLE
                          II

                      	
                        REGISTRATION
                          RIGHTS

                      	
                        3

                      
	
                        Section
                          2.01

                      	
                        Shelf
                          Registration.

                      	
                        3

                      
	
                        Section
                          2.02

                      	
                        Piggyback
                          Rights.

                      	
                        5

                      
	
                        Section
                          2.03

                      	
                        Underwritten
                          Offerings.

                      	
                        7

                      
	
                        Section
                          2.04

                      	
                        Sale
                          Procedures

                      	
                        8

                      
	
                        Section
                          2.05

                      	
                        Cooperation
                          by Holders

                      	
                        12

                      
	
                        Section
                          2.06

                      	
                        Restrictions
                          on Public Sale by Holders of Registrable Securities

                      	
                        12

                      
	
                        Section
                          2.07

                      	
                        Expenses.

                      	
                        12

                      
	
                        Section
                          2.08

                      	
                        Indemnification.

                      	
                        13

                      
	
                        Section
                          2.09

                      	
                        Rule
                          144 Reporting

                      	
                        15

                      
	
                        Section
                          2.10

                      	
                        Transfer
                          or Assignment of Registration Rights

                      	
                        15

                      
	
                        Section
                          2.11

                      	
                        Limitation
                          on Subsequent Registration Rights

                      	
                        16

                      
	
                        ARTICLE
                          III

                      	
                        MISCELLANEOUS

                      	
                        16

                      
	
                        Section
                          3.01

                      	
                        Communications

                      	
                        16

                      
	
                        Section
                          3.02

                      	
                        Successor
                          and Assigns

                      	
                        17

                      
	
                        Section
                          3.03

                      	
                        Assignment
                          of Rights

                      	
                        17

                      
	
                        Section
                          3.04

                      	
                        Recapitalization,
                          Exchanges, Etc. Affecting the Units

                      	
                        17

                      
	
                        Section
                          3.05

                      	
                        Aggregation
                          of Restricted Units

                      	
                        17

                      
	
                        Section
                          3.06

                      	
                        Specific
                          Performance

                      	
                        17

                      
	
                        Section
                          3.07

                      	
                        Counterparts

                      	
                        17

                      
	
                        Section
                          3.08

                      	
                        Headings

                      	
                        17

                      
	
                        Section
                          3.09

                      	
                        Governing
                          Law

                      	
                        17

                      
	
                        Section
                          3.10

                      	
                        Severability
                          of Provisions

                      	
                        17

                      
	
                        Section
                          3.11

                      	
                        Entire
                          Agreement

                      	
                        18

                      
	
                        Section
                          3.12

                      	
                        Amendment

                      	
                        18

                      
	
                        Section
                          3.13

                      	
                        No
                          Presumption

                      	
                        18

                      
	
                        Section
                          3.14

                      	
                        Obligations
                          Limited to Parties to Agreement

                      	
                        18

                      
	
                        Section
                          3.15

                      	
                        Interpretation

                      	
                        18

                      
	
                        Section
                          3.16

                      	
                        Equal
                          Treatment of Purchasers

                      	
                        19

                      


              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      REGISTRATION
        RIGHTS AGREEMENT

       

      This
        REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into
        as of November 8, 2007, by and among Legacy Reserves LP, a Delaware limited
        partnership (the “Partnership”), and each of the Purchasers set forth on
        the signature pages to this Agreement (each, a “Purchaser” and
        collectively, the “Purchasers”).

       

      WHEREAS,
        this Agreement is made in connection with the Closing of the issuance and
        sale
        of the Restricted Units pursuant to the Unit Purchase Agreement, dated as
        of
        November 7, 2007, by and among the Partnership and the Purchasers (the
“Purchase Agreement”); and

       

      WHEREAS,
        the Partnership has agreed to provide the registration and other rights set
        forth in this Agreement for the benefit of the Purchasers pursuant to the
        Purchase 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 by each party hereto, the parties hereby agree
        as
        follows:

       

      ARTICLE
        I

      DEFINITIONS

       

      Section
        1.01                                Definitions.  Capitalized
        terms used herein without definition shall have the meanings given to them
        in
        the Purchase Agreement.  The terms set forth below are used herein as
        so defined:

       

      “Agreement”
        has the meaning specified therefor in the introductory paragraph of this
        Agreement.

       

      “Closing
        Date” means November 8, 2007 or such other date as shall be agreeable to the
        Parties. 

       

      “Effectiveness
        Period” has the meaning specified therefor in Section 2.01(a) of this
        Agreement.

       

       “General
        Partner” means Legacy Reserves GP, LLC a Delaware limited liability company
        and the general partner of the Partnership.

       

      “Holder”
        means the record holder of any Registrable Securities.

       

      “Included
        Registrable Securities” has the meaning specified therefor in Section
        2.02(a) of this Agreement.

       

      “Liquidated
        Damages” has the meaning specified therefor in Section 2.01(b) of
        this Agreement.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Liquidated
        Damage Amount” has the meaning specified therefor in Section 2.01(b)
        of this Agreement.

       

      “Losses”
        has the meaning specified therefor in Section 2.08(a) of this
        Agreement.

       

      “Managing
        Underwriter” means, with respect to any Underwritten Offering, the
        book-running lead manager of such Underwritten Offering.

       

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

       

      “Opt
        Out Notice” has the meaning specified therefor in Section 2.02(a) of
        this Agreement.

       

      “Parity
        Securities” has the meaning specified therefore in Section 2.02(b) of
        this Agreement.

       

      “Partnership”
        has the meaning specified therefor in the introductory paragraph of this
        Agreement.

       

      “Purchase
        Agreement” has the meaning specified therefor in the recitals of this
        Agreement.

       

      “Purchaser”
        and “Purchasers” have the meanings specified therefor in the introductory
        paragraph of this Agreement.

       

      “Purchaser
        Underwriter Registration Statement” has the meaning specified therefor in
Section 2.04(p) of this Agreement.

       

      “Registrable
        Securities” means the Restricted Units subject to the rights provided herein
        until such rights terminate pursuant to the provisions hereof.

       

      “Registration
        Expenses” has the meaning specified therefor in Section 2.07(b) of
        this Agreement.

       

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

       

      “Selling
        Expenses” has the meaning specified therefor in Section 2.07(b) of
        this Agreement.

       

      “Selling
        Holder” means a Holder who is selling Restricted Units pursuant to a
        registration statement.

       

      “Selling
        Holder Indemnified Persons” has the meaning specified therefore in
Section 2.08(a) of this Agreement.

       

      “Shelf
        Registration Statement” means a registration statement under the Securities
        Act to permit the public resale of the Registrable Securities from time to
        time,
        including as permitted by Rule 415 under the Securities Act (or any similar
        provision then in force under the Securities Act).

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Target
        Effective Date” has the meaning specified therefore in Section
        2.01(a) of this Agreement.

       

      “Underwritten
        Offering” means an offering (including an offering pursuant to a Shelf
        Registration Statement) in which Units are sold to an underwriter on a firm
        commitment basis for reoffering to the public or an offering that is a “bought
        deal” with one or more investment banks.

       

      “Underwritten
        Offering Request” has the meaning specified therefore in Section
        2.02(d) of this Agreement.

       

      “Unit
        Purchase Price” means the amount per Restricted Unit each Purchaser will pay
        to the Partnership to purchase the Restricted Units.

       

      Section
        1.02                                Registrable
        Securities.  Any Registrable Security will cease to be a
        Registrable Security (a) when a registration statement covering such Registrable
        Security becomes or has been declared effective by the Commission and such
        Registrable Security has been sold or disposed of pursuant to such effective
        registration statement; (b) when such Registrable Security has been disposed
        of
        pursuant to any section of Rule 144 (or any similar provision then in force)
        under the Securities Act; (c) when such Registrable Security can be disposed
        of
        pursuant to Rule 144(k) (or any similar provision then in force) under the
        Securities Act; (d) when such Registrable Security is held by the Partnership
        or
        one of its subsidiaries; or (e) when such Registrable Security has been sold
        in
        a private transaction in which the transferor’s rights under this Agreement are
        not assigned to the transferee of such securities pursuant to Section 2.10
        hereof.

       

      Section
        1.03                                Rights
        and Obligations.  Except for the rights and obligations under
        Section 2.08 herein, all rights and obligations of each Purchaser under this
        Agreement, and all rights and obligations of the Partnership under this
        Agreement with respect to such Purchaser, shall terminate when such Purchaser
        is
        no longer a Holder.

       

      ARTICLE
        II

      REGISTRATION
        RIGHTS

       

      Section
        2.01                                Shelf
        Registration.

       

      (a)           Deadline
        To Become Effective.  As soon as practicable following the Closing
        Date, but in any event within 90 days of the Closing Date, the Partnership
        shall
        prepare and file a Shelf Registration Statement under the Securities Act
        with
        respect to all of the Registrable Securities.  The Shelf Registration
        Statement filed pursuant to this Section 2.01(a) shall be on such
        appropriate registration form of the Commission as shall be selected by the
        Partnership.  The Partnership shall use its commercially reasonable
        efforts to cause the Shelf Registration Statement to become effective no
        later
        than 180 days following the Closing Date (the “Target Effective
        Date”).  The Partnership will use its commercially reasonable
        efforts to cause the Shelf Registration Statement filed pursuant to this
        Section 2.01 to be continuously effective under the Securities Act until
        the earlier of (i) the date as of which all such Registrable Securities are
        sold
        by the Purchasers and any transferee or assignee who was transferred or assigned
        rights under this Agreement in accordance with Section 2.10, (ii) the
        date when such Registrable Securities

       

      
        
          
          

        

        
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        become
          eligible for resale under 144(k) under the Securities Act and (iii) two
          years
          from the date the Shelf Registration Statement becomes effective (the
“Effectiveness Period”).  The Shelf Registration Statement when
          declared effective (including the documents incorporated therein by reference)
          will comply as to form in all material respects with all applicable requirements
          of the Securities Act and the Exchange Act and will not contain an untrue
          statement of a material fact or omit to state a material fact required
          to be
          stated therein or necessary to make the statements therein not misleading
          (and,
          in the case of any prospectus contained in such Shelf Registration Statement,
          in
          the light of the circumstances under which a statement is made).  As
          soon as practicable following the date that the Shelf Registration Statement
          becomes effective, but in any event within five (5) Business Days of such
          date,
          the Partnership shall provide the Purchasers with written notice of the
          effectiveness of the Shelf Registration Statement.

      

       

      (b)           Failure
        To Become Effective.  If the Shelf Registration Statement required
        by Section 2.01 does not become or is not declared effective on or before
        the Target Effective Date, then each Purchaser shall be entitled to a payment
        (with respect to the Restricted Units of each such Purchaser), as liquidated
        damages and not as a penalty, of 0.25% of (i) the Unit Purchase Price multiplied
        by (ii) the number of Restricted Units held by such Purchaser (such product
        being the “Liquidated Damages Amount”), per the 30-day period for the
        first 30 days following the 180th day after the Closing Date, increasing
        by an
        additional 0.25% of the Liquidated Damages Amount per each non-overlapping
        30-day period for each subsequent thirty (30) day period subsequent to the
        30
        days following the Target Effective Date, up to a maximum of 1.00% of the
        Liquidated Damages Amount per each non-overlapping 30-day period (the
“Liquidated Damages”) (i.e., 0.25% for 1-30 days; 0.5% for 31-60 days;
        0.75% for 61-90 days; and 1.0% thereafter); provided, that the
        aggregate amount of Liquidated Damages payable by the Partnership under this
        Agreement to each Purchaser shall not exceed 10.0% of the Unit Purchase Price
        multiplied by the number of Restricted Units held by such
        Purchaser.  The Liquidated Damages payable pursuant to the immediately
        preceding sentence shall be payable within ten (10) Business Days after the
        end
        of each such non-overlapping 30-day period.  Any Liquidated Damages
        shall be paid to each Purchaser in cash or immediately available
        funds.

       

      (c)           Waiver
        of Liquidated Damages.  If the Partnership is unable to cause a
        Shelf Registration Statement to become effective by the Target Effective
        Date as
        a result of an acquisition, merger, reorganization, disposition or other
        similar
        transaction, then the Partnership may request a waiver of the Liquidated
        Damages
        from each Holder of Registrable Securities, which may be granted by the consent
        of the Holders of a majority of the Registrable Securities; provided,
        that a waiver is required from each Holder who holds 5% or more of the
        Registrable Securities; and provided further, that each Holder may
        waive, in their sole discretion, the payment of Liquidated Damages with respect
        to such Holder’s Registrable Securities.

       

      (d)           Delay
        Rights.  Notwithstanding anything to the contrary contained
        herein, the Partnership may, upon written notice to any Selling Holder whose
        Registrable Securities are included in the Shelf Registration Statement,
        suspend
        such Selling Holder’s use of any prospectus which is a part of the Shelf
        Registration Statement (in which event the Selling Holder shall discontinue
        sales of the Registrable Securities pursuant to the Shelf Registration Statement
        but may settle any previously made sales of Registrable Securities) if (i)
        the
        Partnership is pursuing an acquisition, merger, reorganization, disposition
        or
        other similar transaction and the Partnership determines in good faith that
        the
        Partnership’s ability to pursue or consummate such

       

      
        
          
          

        

        
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        a
          transaction would be materially adversely affected by any required disclosure
          of
          such transaction in the Shelf Registration Statement or (ii) the Partnership
          has
          experienced some other material non-public event the disclosure of which
          at such
          time, in the good faith judgment of the Partnership, would materially adversely
          affect the Partnership; provided, however, in no event shall the
          Selling Holders be suspended from selling Registrable Securities pursuant
          to the
          Shelf Registration Statement for a period that exceeds an aggregate of
          60 days
          in any 180-day period or 90 days in any 365-day period, in each case, exclusive
          of days covered by any lock-up agreement executed by a Purchaser in connection
          with any Underwritten Offering.  Upon disclosure of such information
          or the termination of the condition described above, the Partnership shall
          provide prompt notice to the Selling Holders whose Registrable Securities
          are
          included in the Shelf Registration Statement, and shall promptly terminate
          any
          suspension of sales it has put into effect and shall take such other reasonable
          actions to permit registered sales of Registrable Securities as contemplated
          in
          this Agreement.

      

       

      (e)           Additional
        Rights to Liquidated Damages.  If (i) the Holders
        shall be prohibited from selling their Registrable Securities under the Shelf
        Registration Statement as a result of a suspension pursuant to Section
        2.01(d) of this Agreement in excess of the periods permitted therein or (ii)
        the Shelf Registration Statement is filed and declared effective but, during
        the
        Effectiveness Period, shall thereafter cease to be effective or fail to be
        usable for its intended purpose without being succeeded within 60 Business
        Days
        by a post-effective amendment to the Shelf Registration Statement, a supplement
        to the prospectus or a report filed with the Commission pursuant to Section
        13(a), 13(c), 14 or l5(d) of the Exchange Act, then, until the suspension
        is
        lifted or a post-effective amendment, supplement or report is filed with
        the
        Commission, but not including any day on which a suspension is lifted or
        such
        amendment, supplement or report is filed and declared effective, if applicable,
        the Partnership shall pay the Holders an amount equal to the Liquidated Damages,
        following (x) the date on which the suspension period exceeded the permitted
        period or (y) the sixty-first (61st) Business
        Day
        after the Shelf Registration Statement ceased to be effective or failed to
        be
        useable for its intended purposes, as liquidated damages and not as a
        penalty.  For purposes of this Section 2.01(e), a suspension
        shall be deemed lifted on the date that notice that the suspension has been
        lifted is delivered to the Holders pursuant to Section 3.01 of this
        Agreement.

       

      (f)           Termination
        of Rights.  Other than as set forth otherwise in this Agreement, a
        Holder’s rights (and any transferee’s rights pursuant to Section 2.10)
        under this Section 2.01, including rights to Liquidated Damages (other
        than Liquidated Damages owing but not yet paid), shall terminate upon the
        termination of the Effectiveness Period.

       

      Section
        2.02                                Piggyback
        Rights.

       

      (a)           Participation.  If
        at any time after the Lock-Up Date the Partnership proposes to file (i) a
        shelf
        registration statement other than the Shelf Registration Statement contemplated
        by Section 2.01 or (ii) a prospectus supplement to an effective shelf
        registration statement, other than the Shelf Registration Statement contemplated
        by Section 2.01 of this Agreement and Holders may be included without the
        filing of a post-effective amendment thereto, or (iii) at any time after
        the
        Lock-up Date and after the Registration Statement has been declared effective
        the Partnership proposes to file a registration statement, other than a shelf
        registration statement, in either case, for the sale of Units in an Underwritten
        Offering for its own account and/or another 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

        Person,
          then as soon as practicable but not less than three Business Days following
          the
          engagement of counsel by the Partnership to prepare the documents to be
          used in
          connection with an Underwritten Offering, the Partnership shall give notice
          (including, but not limited to, notification by electronic mail) of such
          proposed Underwritten Offering to each Holder and such notice shall offer
          Holders the opportunity to include in such Underwritten Offering such number
          of
          Registrable Securities (the “Included Registrable Securities”) as each
          such Holder may request in writing; provided, however, that if the
          Partnership has been advised by the Managing Underwriter that the inclusion
          of
          Registrable Securities for sale for the benefit of the Holders will have
          an
          adverse effect on the price, timing or distribution of the Units in the
          Underwritten Offering, then (a) the Partnership shall not be required to
          offer
          such opportunity to the Holders or (b) if any Registrable Securities can
          be
          included in the Underwritten Offering in the opinion of the Managing
          Underwriter, then the amount of Registrable Securities to be offered for
          the
          accounts of Holders shall be determined based on the provisions of Section
          2.02(b); and, provided, further, that the Partnership shall not be
          obligated to include any Registrable Securities in any Underwitten Offering
          unless the Holders request inclusion of at least $10.0 million of Registrable
          Securities in the aggregate in such Underwritten Offering.  Any notice
          required to be provided in this Section 2.02(a) to Holders shall be
          provided on a Business Day pursuant to Section 3.01 hereof and receipt of
          such notice shall be confirmed by the Holder.  Each such Holder shall
          then have two (2) Business Days (or one (1) Business Day in connection
          with any
          overnight or bought Underwritten Offering) after notice has been delivered
          to
          request in writing the inclusion of Registrable Securities in the Underwritten
          Offering.  If no written request for inclusion from a Holder is
          received within the specified time, each such Holder shall have no further
          right
          to participate in such Underwritten Offering.  If, at any time after
          giving written notice of its intention to undertake an Underwritten Offering
          and
          prior to the closing of such Underwritten Offering, the Partnership shall
          determine for any reason not to undertake or to delay such Underwritten
          Offering, the Partnership may, at its election, give written notice of
          such
          determination to the Selling Holders and, (x) in the case of a determination
          not
          to undertake such Underwritten Offering, shall be relieved of its obligation
          to
          sell any Included Registrable Securities in connection with such terminated
          Underwritten Offering, and (y) in the case of a determination to delay
          such
          Underwritten Offering, shall be permitted to delay offering any Included
          Registrable Securities for the same period as the delay in the Underwritten
          Offering.  Any Selling Holder shall have the right to withdraw such
          Selling Holder’s request for inclusion of such Selling Holder’s Registrable
          Securities in such Underwritten Offering by giving written notice to the
          Partnership of such withdrawal up to and including the time of pricing
          of such
          Underwritten Offering.  Notwithstanding the foregoing, any Holder
          holding $10.0 million or more of Restricted Units, based on the Unit Purchase
          Price, may deliver written notice (an “Opt Out Notice”) to the
          Partnership requesting that such Holder not receive notice from the Partnership
          of any proposed Underwritten Offering; provided, that, such Holder may
          later revoke any such Opt Out Notice.  Following receipt of an Opt Out
          Notice from a Holder (unless subsequently revoked), the Partnership shall
          not be
          required to deliver any notice to such Holder pursuant to this Section
          2.02(a) and such Holder shall no longer be entitled to participate in
          Underwritten Offerings by the Partnership pursuant to this Section
          2.02(a).

      

       

      (b)           Priority.  If
        the Managing Underwriter or Underwriters of any proposed Underwritten Offering
        of Units included in an Underwritten Offering involving Included Registrable
        Securities advises the Partnership that the total amount of Registrable
        Securities that the Selling Holders and any other Persons intend to include
        in
        such offering exceeds the number 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

        that
          can
          be sold in such offering without being likely to have an adverse effect
          on the
          price, timing or distribution of the Units offered or the market for the
          Units,
          then the Units to be included in such Underwritten Offering shall include
          the
          number of Registrable Securities that such Managing Underwriter or Underwriters
          advises the Partnership can be sold without having such adverse effect,
          with
          such number to be allocated (i) first, to the Partnership; (ii) second,
          as
          provided in the Registration Rights Agreement dated as of March 15, 2006
          by and
          among Legacy, the General Partner and Friedman, Billings, Ramsey & Co.;
          (iii) third, pursuant to the Registration Rights Agreement dated March
          15, 2006
          by and among Legacy, the General Partner and other parties thereto; (iv)
          fourth,
          pursuant to the Registration Rights Agreement dated June 29, 2006 between
          Henry
          Holding LP, Legacy and the General Partner; (v) fifth, pursuant to the
          Registration Rights Agreement dated April 16, 2007 by and among Nielson
&
Associates, Inc., Legacy and the General Partner;and (vi) sixth, pro rata
          among
          the Selling Holders who have requested participation in such Underwritten
          Offering and any other holder of securities of the Partnership having rights
          of
          registration on parity with the Registrable Securities (the “Parity
          Securities”).  The pro rata allocations for each Selling Holder
          who have requested participation in such Underwritten Offering shall be
          the
          product of (a) the aggregate number of Registrable Securities proposed
          to be
          sold by all Selling Holders in such Underwritten Offering multiplied by
          (b) the
          fraction derived by dividing (x) the number of Registrable Securities owned
          on
          the Closing Date by such Selling Holder by (y) the aggregate number of
          Registrable Securities owned on the Closing Date by all Selling Holders
          and
          holders of Parity Securities participating in the Underwritten
          Offering

      

       

      (c)           Termination
        of Piggyback Registration Rights.  Each Holder’s rights under
Section 2.02 shall terminate upon the date that is two years from the
        Closing Date.

       

      (d)           Request
        for Underwritten Offering.  If one or more Selling Holders elect
        to dispose of Registrable Securities under the Shelf Registration Statement
        and
        reasonably anticipate gross proceeds of greater than twenty five million
        dollars
        ($25,000,000.00) from such Underwritten Offering, the Partnership shall,
        at the
        request of such Selling Holders (each, an “Underwritten Offering
        Request”), enter into an underwriting agreement in customary form with the
        Managing Underwriter or Underwriters, which shall include, among other
        provisions, indemnities to the effect and to the extent provided in Section
        2.08, and shall take all such other reasonable actions as are requested by
        the Managing Underwriter to expedite or facilitate the disposition of the
        Registrable Securities; provided, however, that the Selling Holders will
        not
        make more than one Underwritten Offering Request in any 180-day
        period.

       

      Section
        2.03                                Underwritten
        Offerings.

       

      (a)           General
        Procedures.  In connection with any Underwritten Offering under
        this Agreement, the Partnership shall be entitled to select the Managing
        Underwriter or Underwriters.  In connection with an Underwritten
        Offering contemplated by this Agreement in which a Selling Holder participates,
        each Selling Holder and the Partnership shall be obligated to enter into
        an
        underwriting agreement that contains such representations, covenants,
        indemnities and other rights and obligations as are customary in underwriting
        agreements for firm commitment offerings of securities.  No Selling
        Holder may participate in such Underwritten Offering unless such Selling
        Holder
        agrees to sell its Registrable Securities on the basis provided in such
        underwriting agreement and completes and executes all questionnaires, powers
        of
        attorney,

       

      
        
          
          

        

        
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        indemnities
          and other documents reasonably required under the terms of such underwriting
          agreement.  Each Selling Holder may, at its option, require that any
          or all of the representations and warranties by, and the other agreements
          on the
          part of, the Partnership to and for the benefit of such underwriters also
          be
          made to and for such Selling Holder’s benefit and that any or all of the
          conditions precedent to the obligations of such underwriters under such
          underwriting agreement also be conditions precedent to its
          obligations.  No Selling Holder shall be required to make any
          representations or warranties to or agreements with the Partnership or
          the
          underwriters other than representations, warranties or agreements regarding
          such
          Selling Holder, its authority to enter into such underwriting agreement
          and to
          sell, and its ownership of, the securities being registered on its behalf,
          its
          intended method of distribution and any other representation required by
          Law.  If any Selling Holder disapproves of the terms of an
          underwriting, such Selling Holder may elect to withdraw therefrom by notice
          to
          the Partnership and the Managing Underwriter; provided, however, that
          such withdrawal must be made up to and including the time of pricing of
          such
          Underwritten Offering.  No such withdrawal or abandonment shall affect
          the Partnership’s obligation to pay Registration Expenses.  If Holders
          holding at least $10.0 million of Restricted Units based on the Unit Purchase
          Price request, the Partnership’s management shall be required to participate in
          a roadshow or similar marketing effort in connection with any Underwritten
          Offering.

      

       

      (b)           No
        Demand Rights.  Notwithstanding any other provision of this
        Agreement, no Holder of Registrable Securities shall be entitled to any “demand”
rights or similar rights that would require the Partnership to effect an
        Underwritten Offering solely on behalf of such Holder, other than as provided
        in
        Section 2.02(d).

       

      Section
        2.04                                Sale
        Procedures.  In connection with its obligations under this Article
        II, the Partnership will, as expeditiously as possible:

       

      (a)           prepare
        and file with the Commission such amendments and supplements to the Shelf
        Registration Statement and the prospectus used in connection therewith as
        may be
        necessary to keep the Shelf Registration Statement effective for the
        Effectiveness Period and as may be necessary to comply with the provisions
        of
        the Securities Act with respect to the disposition of all securities covered
        by
        the Shelf Registration Statement;

       

      (b)           if
        a prospectus supplement will be used in connection with the marketing of
        an
        Underwritten Offering from the Shelf Registration Statement and the Managing
        Underwriter at any time shall notify the Partnership in writing that, in
        the
        sole judgment of such Managing Underwriter, inclusion of detailed information
        to
        be used in such prospectus supplement is of material importance to the success
        of the Underwritten Offering of such Registrable Securities, the Partnership
        shall use its commercially reasonable efforts to include such information
        in
        such prospectus supplement;

       

      (c)           furnish
        to each Selling Holder (i) as far in advance as reasonably practicable before
        filing the Shelf Registration Statement or any other registration statement
        contemplated by this Agreement or any supplement or amendment thereto, upon
        request, copies of reasonably complete drafts of all such documents proposed
        to
        be filed (including exhibits and each document incorporated by reference
        therein
        to the extent then required by the rules and regulations of the Commission),
        and
        provide each such Selling Holder the opportunity to object 

       

      
        
          
          

        

        
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        to
          any
          information pertaining to such Selling Holder and its plan of distribution
          that
          is contained therein and make the corrections reasonably requested by such
          Selling Holder with respect to such information prior to filing the Shelf
          Registration Statement or such other registration statement or supplement
          or
          amendment thereto, and (ii) such number of copies of the Shelf Registration
          Statement or such other registration statement and the prospectus included
          therein and any supplements and amendments thereto as such Persons may
          reasonably request in order to facilitate the public sale or other disposition
          of the Registrable Securities covered by such Shelf Registration Statement
          or
          other registration statement;

      

       

      (d)           if
        applicable, use its commercially reasonable efforts to register or qualify
        the
        Registrable Securities covered by the Shelf Registration Statement or any
        other
        registration statement contemplated by this Agreement under the securities
        or
        blue sky laws of such jurisdictions as the Selling Holders or, in the case
        of an
        Underwritten Offering, the Managing Underwriter, shall reasonably request;
        provided, however, that the Partnership will not be required to qualify
        generally to transact business in any jurisdiction where it is not then required
        to so qualify or to take any action which would subject it to general service
        of
        process in any such jurisdiction where it is not then so subject;

       

      (e)           promptly
        notify each Selling Holder, at any time when a prospectus relating thereto
        is
        required to be delivered by any of them under the Securities Act, of (i)
        the
        filing of the Shelf Registration Statement or any other registration statement
        contemplated by this Agreement or any prospectus or prospectus supplement
        to be
        used in connection therewith, or any amendment or supplement thereto, and,
        with
        respect to such Shelf Registration Statement or any other registration statement
        or any post-effective amendment thereto, when the same has become effective;
        and
        (ii) the receipt of any written comments from the Commission with respect
        to any
        filing referred to in clause (i) and any written request by the
        Commission for amendments or supplements to the Shelf Registration Statement
        or
        any other registration statement or any prospectus or prospectus supplement
        thereto;

       

      (f)           immediately
        notify each Selling Holder, at any time when a prospectus relating thereto
        is
        required to be delivered under the Securities Act, of (i) the happening of
        any
        event as a result of which the prospectus or prospectus supplement contained
        in
        the Shelf Registration Statement or any other registration statement
        contemplated by this Agreement, as then in effect, includes an untrue statement
        of a material fact or omits to state any material fact required to be stated
        therein or necessary to make the statements therein not misleading (in the
        case
        of any prospectus contained therein, in the light of the circumstances under
        which a statement is made); (ii) the issuance or express threat of issuance
        by
        the Commission of any stop order suspending the effectiveness of the Shelf
        Registration Statement or any other registration statement contemplated by
        this
        Agreement, or the initiation of any proceedings for that purpose; or (iii)
        the
        receipt by the Partnership of any notification with respect to the suspension
        of
        the qualification of any Registrable Securities for sale under the applicable
        securities or blue sky laws of any jurisdiction.  Following the
        provision of such notice, the Partnership agrees to as promptly as practicable
        amend or supplement the prospectus or prospectus supplement or take other
        appropriate action so that the prospectus or prospectus supplement does not
        include an untrue statement of a material fact or omit to state a material
        fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading in the light of the circumstances then 

       

      
        
          
          

        

        
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        existing
          and to take such other commercially reasonable action as is necessary to
          remove
          a stop order, suspension, threat thereof or proceedings related
          thereto;

      

       

      (g)           upon
        request and subject to appropriate confidentiality obligations, furnish to
        each
        Selling Holder copies of any and all transmittal letters or other correspondence
        with the Commission or any other governmental agency or self-regulatory body
        or
        other body having jurisdiction (including any domestic or foreign securities
        exchange) relating to such offering of Registrable Securities;

       

      (h)           in
        the case of an Underwritten Offering, furnish upon request, (i) an opinion
        of
        counsel for the Partnership, dated the effective date of the applicable
        registration statement or the date of any amendment or supplement thereto,
        and a
        letter of like kind dated the date of the closing under the underwriting
        agreement, and (ii) a “cold comfort” letter, dated the pricing date of such
        Underwritten Offering and a letter of like kind dated the date of the closing
        under the underwriting agreement, in each case, signed by the independent
        public
        accountants who have certified the Partnership’s financial statements included
        or incorporated by reference into the applicable registration statement,
        and
        each of the opinion and the “cold comfort” letter shall be in customary form and
        covering substantially the same matters with respect to such registration
        statement (and the prospectus and any prospectus supplement included therein)
        as
        have been customarily covered in opinions of issuer’s counsel and in
        accountants’ letters delivered to the underwriters in Underwritten Offerings of
        securities by the Partnership and such other matters as such underwriters
        and
        Selling Holders may reasonably request;

       

      (i)           otherwise
        use its commercially reasonable efforts to comply with all applicable rules
        and
        regulations of the Commission, and make available to its security holders,
        as
        soon as reasonably practicable, an earnings statement, which earnings statement
        shall satisfy the provisions of Section 11(a) of the Securities Act and Rule
        158
        promulgated thereunder;

       

      (j)           make
        available to the appropriate representatives of the Managing Underwriter
        and
        Selling Holders access to such information and Partnership personnel as is
        reasonable and customary to enable such parties to establish a due diligence
        defense under the Securities Act; provided, that the Partnership need
        not disclose any non-public information to any such representative unless
        and
        until such representative has entered into a confidentiality agreement with
        the
        Partnership;

       

      (k)           cause
        all such Registrable Securities registered pursuant to this Agreement to
        be
        listed on each securities exchange or nationally recognized quotation system
        on
        which similar securities issued by the Partnership are then listed;

       

      (l)           use
        its commercially reasonable efforts to cause the Registrable Securities to
        be
        registered with or approved by such other governmental agencies or authorities
        as may be necessary by virtue of the business and operations of the Partnership
        to enable the Selling Holders to consummate the disposition of such Registrable
        Securities;

       

      (m)           provide
        a transfer agent and registrar for all Registrable Securities covered by
        such
        registration statement not later than the effective date of such registration
        statement;

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      (n)           enter
        into customary agreements and take such other actions as are reasonably
        requested by the Selling Holders or the underwriters, if any, in order to
        expedite or facilitate the disposition of such Registrable
        Securities;

       

      (o)           if
        requested by a Purchaser, (i) incorporate in a prospectus supplement or
        post-effective amendment such information as such Purchaser reasonably requests
        to be included therein relating to the sale and distribution of Registrable
        Securities, including information with respect to the number of Registrable
        Securities being offered or sold, the purchase price being paid therefor
        and any
        other terms of the offering of the Registrable Securities to be sold in such
        offering; and (ii) make all required filings of such prospectus supplement
        or
        post-effective amendment after being notified of the matters to be incorporated
        in such prospectus supplement or post-effective amendment; and

       

      (p)           The
        Partnership agrees that, if any Purchaser could reasonably be deemed to be
        an
“underwriter,” as defined in Section 2(a)(11) of the Securities Act, in
        connection with the registration statement in respect of any registration
        of the
        Registrable Securities of any Purchaser pursuant to this Agreement, and any
        amendment or supplement thereof (any such registration statement or amendment
        or
        supplement a “Purchaser Underwriter Registration Statement”), then the
        Partnership will cooperate with such Purchaser in allowing such Purchaser
        to
        conduct customary “underwriter’s due diligence” with respect to the Partnership
        and satisfy its obligations in respect thereof.  In addition, at any
        Purchaser’s request, the Partnership will furnish to such Purchaser, on the date
        of the effectiveness of any Purchaser Underwriter Registration Statement
        and
        thereafter from time to time on such dates as such Purchaser may reasonably
        request, (i) a “cold comfort” letter, dated such date, from the Partnership’s
        independent certified public accountants in form and substance as is customarily
        given by independent certified public accountants to underwriters in an
        underwritten public offering, addressed to such Purchaser, (ii) an opinion,
        dated as of such date, of counsel representing the Partnership for purposes
        of
        such Purchaser Underwriter Registration Statement, in form, scope and substance
        as is customarily given in an underwritten public offering, including a standard
        “10b-5” opinion for such offering, addressed to such Purchaser and (iii) a
        standard officer’s certificate from the chief executive officer or chief
        financial officer, or other officers serving such functions, of the General
        Partner addressed to the Purchaser; provided, however, that with respect
        to any
        Placement Agent, the Partnership’s obligations with respect to this Section
        2.04(p) shall be limited to one time, with an additional bring-down request
        within 30 days of the date of such documents.  The Partnership will
        also permit legal counsel to such Purchaser to review and comment upon any
        such
        Purchaser Underwriter Registration Statement at least five (5) Business Days
        prior to its filing with the Commission and all amendments and supplements
        to
        any such Purchaser Underwriter Registration Statement within a reasonable
        number
        of days prior to their filing with the Commission and not file any Purchaser
        Underwriter Registration Statement or amendment or supplement thereto in
        a form
        to which such Purchaser’s legal counsel reasonably objects in
        writing.

       

      Each
        Selling Holder, upon receipt of notice from the Partnership of the happening
        of
        any event of the kind described in subsection (f) of this Section
        2.04, shall forthwith discontinue offers and sales of the Registrable
        Securities until such Selling Holder’s receipt of the copies of the supplemented
        or amended prospectus contemplated by subsection (f) of this Section
        2.04 or until it is advised in writing by the Partnership that the use of
        the prospectus may be resumed and 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

        has
          received copies of any additional or supplemental filings incorporated
          by
          reference in the prospectus, and, if so directed by the Partnership, such
          Selling Holder will, or will request the managing underwriter or underwriters,
          if any, to deliver to the Partnership (at the Partnership’s expense) all copies
          in their possession or control, other than permanent file copies then in
          such
          Selling Holder’s possession, of the prospectus covering such Registrable
          Securities current at the time of receipt of such notice.

      

       

      Section
        2.05                                Cooperation
        by Holders.  The Partnership shall have no obligation to include
        Registrable Securities of a Holder in the Shelf Registration Statement or
        in an
        Underwritten Offering pursuant to Section 2.02(a) who has failed to timely
        furnish such information that the Partnership determines, after consultation
        with its counsel, is reasonably required in order for the registration statement
        or prospectus supplement, as applicable, to comply with the Securities Act,
        including the execution of the initial Selling Unitholder Notice and
        Questionnaire attached at Exhibit A to this Agreement by the date specified
        thereon.

       

      Section
        2.06                                Restrictions
        on Public Sale by Holders of Registrable Securities.  Each Holder
        of Registrable Securities agrees not to effect any public sale or distribution
        of any Registrable Securities during the 30-day period beginning the day
        after
        the pricing date of an Underwritten Offering of equity securities by the
        Partnership or its Affiliates (except as provided in this Section 2.06);
        provided, however, that the duration of the foregoing restrictions
        shall be no longer than the duration of the shortest restriction generally
        imposed by the underwriters on the officers or directors or any other unitholder
        of the Partnership on whom a restriction is imposed; provided further,
        that a Purchaser shall not be subject to the restrictions, in this Section
        2.06,
        if such Purchaser requested to include Restricted Units in such public offer
        but
        was not permitted to do so due to the provisions in Section 2.02(b);
provided, further, the above 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 unit participating in this transaction, 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..

       

      Section
        2.07                                Expenses.

       

      (a)           Expenses.  The
        Partnership will pay all reasonable Registration Expenses as determined in
        good
        faith, including, in the case of an Underwritten Offering, whether or not
        any
        sale is made pursuant to such Underwritten Offering.  Each Selling
        Holder shall pay its pro rata share of all Selling Expenses in connection
        with
        any sale of its Registrable Securities hereunder.  In addition, except
        as otherwise provided in Section 2.08 hereof, the Partnership shall not
        be responsible for legal fees incurred by Holders in connection with the
        exercise of such Holders’ rights hereunder.

       

      (b)           Certain
        Definitions.  “Registration Expenses” means all expenses
        incident to the Partnership’s performance under or compliance with this
        Agreement to effect the registration of Registrable Securities on the Shelf
        Registration Statement pursuant to Section 2.01 or an Underwritten
        Offering covered under this Agreement, and the disposition of such securities,
        including, without limitation, all registration, filing, securities exchange
        listing and NASDAQ Global Select Market fees, all registration, filing,
        qualification and other fees and expenses of 

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

         

        complying
          with securities or blue sky laws, fees of the National Association of Securities
          Dealers, Inc., fees of transfer agents and registrars, all word processing,
          duplicating and printing expenses, any transfer taxes and the fees and
          disbursements of counsel and independent public accountants for the Partnership,
          including the expenses of any special audits or “cold comfort” letters required
          by or incident to such performance and compliance.  “Selling
          Expenses” means all underwriting fees, discounts and selling commissions or
          similar fees or arrangements allocable to the sale of the Registrable
          Securities.

      

       

      Section
        2.08                                Indemnification.

       

      (a)           By
        the Partnership.  In the event of a registration of any
        Registrable Securities under the Securities Act pursuant to this Agreement,
        the
        Partnership will indemnify and hold harmless each Selling Holder thereunder,
        its
        directors, officers, employees and agents and each underwriter, pursuant
        to the
        applicable underwriting agreement with such underwriter, of Registrable
        Securities thereunder and each Person, if any, who controls such Selling
        Holder
        or underwriter within the meaning of the Securities Act and the Exchange
        Act,
        and its directors, officers, employees or agents (collectively, the “Selling
        Holder Indemnified Persons”), against any losses, claims, damages, expenses
        or liabilities (including reasonable attorneys’ fees and expenses)
        (collectively, “Losses”), joint or several, to which such Selling Holder
        Indemnified Person may become subject under the Securities Act, the Exchange
        Act
        or otherwise, insofar as such Losses (or actions or proceedings, whether
        commenced or threatened, in respect thereof) arise out of or are based upon
        any
        untrue statement or alleged untrue statement of any material fact (in the
        case
        of any prospectus, in light of the circumstances under which such statement
        is
        made) contained in the Shelf Registration Statement or any other registration
        statement contemplated by this Agreement, any preliminary prospectus, prospectus
        supplement, free writing prospectus or final prospectus contained therein,
        or
        any amendment or supplement thereof, or arise out of or are based upon the
        omission or alleged omission to state therein a material fact required to
        be
        stated therein or necessary to make the statements therein (in the case of
        a
        prospectus, in light of the circumstances under which they were made) not
        misleading, and will reimburse each such Selling Holder Indemnified Person
        for
        any legal or other expenses reasonably incurred by them in connection with
        investigating or defending any such Loss or actions or proceedings;
provided, however, that the Partnership will not be liable in any such
        case if and to the extent that any such Loss arises out of or is based upon
        an
        untrue statement or alleged untrue statement or omission or alleged omission
        so
        made in conformity with information furnished by such Selling Holder Indemnified
        Person in writing specifically for use in the Shelf Registration Statement
        or
        such other registration statement, or prospectus supplement, as
        applicable.  Such indemnity shall remain in full force and effect
        regardless of any investigation made by or on behalf of such Selling Holder
        Indemnified Person, and shall survive the transfer of such securities by
        such
        Selling Holder.

       

      (b)           By
        Each Selling Holder.  Each Selling Holder agrees severally and not
        jointly to indemnify and hold harmless the Partnership, its directors, officers,
        employees and agents and each Person, if any, who controls the Partnership
        within the meaning of the Securities Act or of the Exchange Act, and its
        directors, officers, employees and agents, to the same extent as the foregoing
        indemnity from the Partnership to the Selling Holders, but only with respect
        to
        information regarding such Selling Holder furnished in writing by or on behalf
        of such Selling Holder expressly for inclusion in the Shelf Registration
        Statement or any other registration

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

         

        statement
          contemplated by this Agreement, any preliminary prospectus, prospectus
          supplement, free writing prospectus or final prospectus contained therein,
          or
          any amendment or supplement thereof; provided, however, that the
          liability of each Selling Holder shall not be greater in amount than the
          dollar
          amount of the proceeds (net of any Selling Expenses) received by such Selling
          Holder from the sale of the Registrable Securities giving rise to such
          indemnification.

      

       

      (c)           Notice.  Promptly
        after receipt by an indemnified party hereunder of notice of the commencement
        of
        any action, such indemnified party shall, if a claim in respect thereof is
        to be
        made against the indemnifying party hereunder, notify the indemnifying party
        in
        writing thereof, but the omission so to notify the indemnifying party shall
        not
        relieve it from any liability which it may have to any indemnified party
        other
        than under this Section 2.08.  In any action brought against
        any indemnified party, it shall notify the indemnifying party of the
        commencement thereof.  The indemnifying party shall be entitled to
        participate in and, to the extent it shall wish, to assume and undertake
        the
        defense thereof with counsel reasonably satisfactory to such indemnified
        party
        and, after notice from the indemnifying party to such indemnified party of
        its
        election so to assume and undertake the defense thereof, the indemnifying
        party
        shall not be liable to such indemnified party under this Section 2.08 for
        any legal expenses subsequently incurred by such indemnified party in connection
        with the defense thereof other than reasonable costs of investigation and
        of
        liaison with counsel so selected; provided, however, that, (i) if the
        indemnifying party has failed to assume the defense or employ counsel reasonably
        acceptable to the indemnified party or (ii) 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 additional
        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 reasonable expenses and fees of such
        separate counsel and other reasonable expenses related to such participation
        to
        be reimbursed by the indemnifying party as incurred.  Notwithstanding
        any other provision of this Agreement, no indemnifying party shall settle
        any
        action brought against any indemnified party with respect to which such
        indemnified party is entitled to indemnification hereunder without the consent
        of the indemnified party, unless the settlement thereof imposes no liability
        or
        obligation on, and includes a complete and unconditional release from all
        liability of, the indemnified party.

       

      (d)           Contribution.  If
        the indemnification provided for in this Section 2.08 is held by a court
        or government agency of competent jurisdiction to be unavailable to any
        indemnified party or is insufficient to hold them harmless in respect of
        any
        Losses, then each such indemnifying party, in lieu of indemnifying such
        indemnified party, shall contribute to the amount paid or payable by such
        indemnified party as a result of such Loss in such proportion as is appropriate
        to reflect the relative fault of the indemnifying party on the one hand and
        of
        such indemnified party on the other in connection with the statements or
        omissions which resulted in such Losses, as well as any other relevant equitable
        considerations; provided, however, that in no event shall such Selling
        Holder be required to contribute an aggregate amount in excess of the dollar
        amount of proceeds (net of Selling Expenses) received by such Selling Holder
        from the sale of Registrable Securities giving rise to such
        indemnification.  The relative fault of the indemnifying party on the
        one hand and the indemnified party on the other shall be determined by reference
        to,

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

         

        among
          other things, whether the untrue or alleged untrue statement of a material
          fact
          or the omission or alleged omission to state a material fact has been made
          by,
          or relates to, information supplied by such party, and the parties’ relative
          intent, knowledge, access to information and opportunity to correct or
          prevent
          such statement or omission.  The parties hereto agree that it would
          not be just and equitable if contributions pursuant to this paragraph were
          to be
          determined by pro rata allocation or by any other method of allocation
          which
          does not take account of the equitable considerations referred to
          herein.  The amount paid by an indemnified party as a result of the
          Losses referred to in the first sentence of this paragraph shall be deemed
          to
          include any legal and other expenses reasonably incurred by such indemnified
          party in connection with investigating or defending any Loss which is the
          subject of this paragraph.  No person guilty of fraudulent
          misrepresentation (within the meaning of Section 11(f) of the Securities
          Act)
          shall be entitled to contribution from any Person who is not guilty of
          such
          fraudulent misrepresentation.

      

       

      (e)           Other
        Indemnification.  The provisions of this Section 2.08 shall
        be in addition to any other rights to indemnification or contribution which
        an
        indemnified party may have pursuant to law, equity, contract or
        otherwise.

       

      Section
        2.09                                Rule
        144 Reporting.  With a view to making available the benefits of
        certain rules and regulations of the Commission that may permit the sale
        of the
        Registrable Securities to the public without registration, the Partnership
        agrees to use its commercially reasonable efforts to:

       

      (a)           Make
        and keep public information regarding the Partnership available, as those
        terms
        are understood and defined in Rule 144 under the Securities Act, at all times
        from and after the date hereof;

       

      (b)           File
        with the Commission in a timely manner all reports and other documents required
        of the Partnership under the Securities Act and the Exchange Act at all times
        from and after the date hereof; and

       

      (c)           So
        long as a Holder owns any Registrable Securities, furnish, unless otherwise
        available via Edgar, to such Holder forthwith upon request a copy of the
        most
        recent annual or quarterly report of the Partnership, and such other reports
        and
        documents so filed as such Holder may reasonably request in availing itself
        of
        any rule or regulation of the Commission allowing such Holder to sell any
        such
        securities without registration.

       

      Section
        2.10                                Transfer
        or Assignment of Registration Rights.  The rights to cause the
        Partnership to register Registrable Securities granted to the Purchasers
        by the
        Partnership under this Article II may be transferred or assigned by any
        Purchaser to one or more transferee(s) or assignee(s) of such Registrable
        Securities or counterparties to any total return swaps; provided,
        however, that, (a) unless such transferee is an Affiliate of such
        Purchaser, or a counterparty to a total return swap, each such transferee
        or
        assignee holds Registrable Securities representing at least $10.0 million
        of the
        Restricted Units, based on the Unit Purchase Price, (b) the Partnership is
        given
        written notice prior to any said transfer or assignment, stating the name
        and
        address of each such transferee and identifying the securities with respect
        to
        which such registration rights are being transferred or assigned, and (c)
        each
        such transferee assumes in writing responsibility for its portion of the
        obligations of such Purchaser under this Agreement.

       

      
        
          
          

        

        
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      Section
        2.11                                Limitation
        on Subsequent Registration Rights. From and after the
        date hereof, the Partnership shall not, without the prior written consent
        of the
        Holders of a majority of the outstanding Registrable Securities, enter into
        any
        agreement with any current or future holder of any securities of the Partnership
        that would allow such current or future holder to require the Partnership
        to
        include securities in any registration statement filed by the Partnership
        on a
        basis that is superior in any way to the registration rights granted to the
        Purchasers hereunder.

       

      ARTICLE
        III

      MISCELLANEOUS

       

      Section
        3.01                                Communications.  All
        notices and other communications provided for or permitted hereunder shall
        be
        made in writing by facsimile, electronic mail, courier service or personal
        delivery:

       

      (a)           if
        to Purchaser, to the address set forth in the signature pages to the Purchase
        Agreement,

       

      with
        a
        copy to:

       

      


       

      (b)           if
        to a transferee of Purchaser, to such Holder at the address provided pursuant
        to
Section 2.10 above; and

       

      (c)           if
        to the Partnership:

       

      Legacy
        Reserves LP.

      303
        W.
        Wall St. Ste. 1400

      Midland,
        Texas  79701

      Attention:  Steven
        H. Pruett,

      Fax:
        (432) 689-5299

      Email:  Spruett@legacylp.com

       

      with
        a
        copy to:

       

      Andrews
        Kurth LLP

      600
        Travis Street, Suite 4200

      Houston,
        Texas  77002

      Attention:  Gislar
        Donnenberg

      Fax:
        (713) 238-7167

      Email:  gdonnenberg@andrewskurth.com

       

      All
        such
        notices and communications shall be deemed to have been received at the time
        delivered by hand, if personally delivered; when receipt acknowledged, if
        sent
        via facsimile or sent via Internet electronic mail; and when actually received,
        if sent by courier service or any other means.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Section
        3.02                                Successor
        and Assigns.  This Agreement shall inure to the benefit of and be
        binding upon the successors and assigns of each of the parties, including
        subsequent Holders of Registrable Securities to the extent permitted
        herein.

       

      Section
        3.03                                Assignment
        of Rights.  All or any portion of the rights and obligations of
        any Purchaser under this Agreement may be transferred or assigned by such
        Purchaser in accordance with Section 2.10 hereof.

       

      Section
        3.04                                Recapitalization,
        Exchanges, Etc. Affecting the Units.  The provisions of this
        Agreement shall apply to the full extent set forth herein with respect to
        any
        and all units of the Partnership or any successor or assign of the Partnership
        (whether by merger, consolidation, sale of assets or otherwise) which may
        be
        issued in respect of, in exchange for or in substitution of, the Registrable
        Securities, and shall be appropriately adjusted for combinations, unit splits,
        recapitalizations and the like occurring after the date of this
        Agreement.

       

      Section
        3.05                                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
        3.06                                Specific
        Performance.  Damages in the event of breach of this Agreement by
        a party hereto may be difficult, if not impossible, to ascertain, and it
        is
        therefore agreed that each such Person, in addition to and without limiting
        any
        other remedy or right it may have, will have the right to an injunction or
        other
        equitable relief in any court of competent jurisdiction, enjoining any such
        breach, and enforcing specifically the terms and provisions hereof, and each
        of
        the parties hereto hereby waives any and all defenses it may have on the
        ground
        of lack of jurisdiction or competence of the court to grant such an injunction
        or other equitable relief.  The existence of this right will not
        preclude any such Person from pursuing any other rights and remedies at law
        or
        in equity which such Person may have.

       

      Section
        3.07                                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
        3.08                                Headings.  The
        headings in this Agreement are for convenience of reference only and shall
        not
        limit or otherwise affect the meaning hereof.

       

      Section
        3.09                                Governing
        Law.  The Laws of the State of New York shall govern this
        Agreement without regard to principles of conflicts of Laws that would apply
        the
        substantive law of some other jurisdiction.

       

      Section
        3.10                                Severability
        of Provisions.  Any provision of this Agreement which is
        prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
        be ineffective to the extent of such prohibition or unenforceability without
        invalidating the remaining provisions hereof or affecting or impairing the
        validity or enforceability of such provision in any other
        jurisdiction.

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Section
        3.11                                Entire
        Agreement.  This Agreement is 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 in respect
        of
        the subject matter contained herein.  There are no restrictions,
        promises, warranties or undertakings, other than those set forth or referred
        to
        herein with respect to the rights granted by the Partnership set forth
        herein.  This Agreement and the Purchase Agreement supersede all prior
        agreements and understandings between the parties with respect to such subject
        matter.

       

      Section
        3.12                                Amendment.  This
        Agreement may be amended only by means of a written amendment signed by the
        Partnership and the Holders of a majority of the then outstanding Registrable
        Securities; provided, however, that no such amendment shall materially
        and adversely affect the rights of any Holder hereunder without the consent
        of
        such Holder.

       

      Section
        3.13                                No
        Presumption.  If any claim is made by a party relating to any
        conflict, omission, or ambiguity in this Agreement, no presumption or burden
        of
        proof or persuasion shall be implied by virtue of the fact that this Agreement
        was prepared by or at the request of a particular party or its
        counsel.

       

      Section
        3.14                                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) and the Partnership 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 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 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, 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
        by
        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 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.

       

      Section
        3.15                                Interpretation.  Article
        and Section references 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 determination, consent or approval
        is to be made or given by a Purchaser under this Agreement, such action shall
        be
        in such Purchaser’s sole discretion unless otherwise specified.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      Section
        3.16                                Equal
        Treatment of Purchasers.  Neither the Partnership nor any of its
        Affiliates shall, directly or indirectly, pay or cause to be paid any
        consideration, whether by way of interest, fee, payment for the redemptions
        or
        exchange of  Registrable Securities, or otherwise, to any holder of
        Registrable Securities for or as an inducement to, or in connection with
        solicitation of, any consent, waiver or amendment of any terms or provisions
        of
        the Registrable Securities or this Agreement or any of the other agreements
        referred to in this Agreement unless such consideration is paid to all Holders
        bound by such consent, waiver or amendment, whether or not  such
        holders so consent, waive or agree to amend.

       

      [Signature
        pages to follow]

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

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

       

      	 	
              LEGACY
                RESERVES LP

               

              By:  Legacy Reserves GP, LLC,

                      its
                General Partner

            	 
	 	 	 	 
	
              Date

            	
              By:
                

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


    

     

    
      
        [Signature
          Page to Registration Rights Agreement]

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      


      
        


        Name
          of
          Holder:   Alerion Equities,
          LLC                                                                                                                                          

        


        Signature
          of Authorized Signatory of Holder:   /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
          Holder                                                                                    

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:    Calm Waters
          Partnership                                                                                                                                          

        


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

        


        Name
          of
          Authorized
          Signatory:                                                                Richard
          S.
          Strong                                                                

        


        Title
          of
          Authorized Signatory:
                                                                Managing
          Partner                                                                

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        Name
          of
          Holder:
                                           Capital
          Ventures
          International                                                                                     

        by:  Heights
          Capital
          Management,
          Inc.,                                                                                                

        its
          authorized
          agent                                                                                     

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Martin
          Kobinger                                                                

         

        Title
          of
          Authorized Signatory:
                                                                Investment
          Manager                                                                

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:   Harvest Infrastructure Partners Fund
          LLC                                                                                                                                          

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Anthony
          Merhige                                                                

         

        Title
          of
          Authorized Signatory:
                                                                CAO
& General
          Counsel                                                                

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:   Harvest Sharing
          LLC                                                                                                                                

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Anthony
          Merhige                                                                

         

        Title
          of
          Authorized Signatory:
                                                                CAO
& General
          Counsel                                                                

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:    HITE Hedge
          L.P.                                                                                                                                

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                James
          Jampel                                                                

         

        Title
          of
          Authorized Signatory:
                                                                President                                                      

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:    HITE MLP
          LP                                                                                                                                

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                James
          Jampel                                                                

         

        Title
          of
          Authorized Signatory:
                                                                President                                                      

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:
                                           Lehman
          Brothers
          Inc.                                                                                                

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Thomas
          Regazzi                                                                

         

        Title
          of
          Authorized Signatory:
                                                                Vice
          President                                                                

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:   Morgan Stanley Strategic Investments,
          Inc.                                                                                                                                          

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Alan
          Thomas                                                                

         

        Title
          of
          Authorized Signatory:
                                                                Vice
          President                                                                

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:    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 Holder:   /s/ Robert
          Raymond

         

        Name
          of
          Authorized Signatory:    Robert
          Raymond                                                                                                                                                     

         

        Title
          of
          Authorized Signatory:
   Sole-Member                                                                                                                                          

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:    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 Holder:   /s/ Robert
          Raymond

         

        Name
          of
          Authorized Signatory:    Robert
          Raymond                                                                                                                                                     

         

        Title
          of
          Authorized Signatory:
   Sole-Member                                                                                                                                          

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

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

           By:  RCH
          Energy Opportunity Fund II, LP, Its General Partner

                          By:  RR
          Advisors, LLC, Its General
          Partner                                                                                                           

         

        Signature
          of Authorized Signatory of Holder:   /s/ Robert J.
          Raymond

         

        Name
          of
          Authorized Signatory:    Robert J.
          Raymond                                                                                                                                          

         

        Title
          of
          Authorized Signatory:
   Sole-Member                                                                                                                                          

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:     Salient Advisors

         

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

         

        Name
          of
          Authorized Signatory: Bruce G.
          Garrison                                                                

         

        Title
          of
          Authorized Signatory:
   Director-REITs                                                                                                                                          

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:     Salient Trust
          Co.                                                                                                                                

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Stephen
          M.
          Reckling                                                                           

         

        Title
          of
          Authorized Signatory:    Managing
          Director                                                                                                                                          

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:    Structured Finance Americas,
          LLC                                                                                                                                                     

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Sunil
          Hariani / John
          Amone                                                                                     

         

        Title
          of
          Authorized Signatory:
                                                                Vice
          President  / Vice
          President                                                                           

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:
                                           Telemus
          Income Opportunity Fund
          LP                                                                                                

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Gregory
          A.
          Reid                                                                

         

        Title
          of
          Authorized Signatory:
                                                                Managing
          Member                                                                

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:                                             Tortoise
          Gas and Oil
          Corporation                                                                                       

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Zachary
          A.
          Hamel                                                        

         

        Title
          of
          Authorized Signatory:
                                                                Senior
          Vice-President                                                                  

         

        
          
            [Signature
              Page to Registration Rights Agreement]

            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Name
          of
          Holder:
                                           Wingate
          Capital
          Ltd.                                                                                     

         

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

         

        Name
          of
          Authorized
          Signatory:                                                                Matthew
          Hinerfeld                                                                

         

        Title
          of
          Authorized Signatory:   Managing Director and Deputy General
          Counsel

         

        
          
            [Signature
              Page to Registration Rights Agreement]