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Exhibit
    1.1
  CDM
    RESOURCE PARTNERS, L.P.
   7,000,000
    Common Units
    Representing Limited Partner Interests
   UNDERWRITING
    AGREEMENT
  [          ],
    2007
 Lehman Brothers Inc.
 Merrill Lync
    h, Pierce,
    Fenner & SmithIncorporated 
            Partnership Underwriters Common Units Firm
    Units Option Units Units
  General Partner GP LLC Holdings
    CDM OLP GP
      CDM MAX




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Contribution Agreement
        Credit Facility
      Interest
  GP Units Incentive Distribution
    Rights
  Subordinated Units
     2




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Partnership Agreement
  GP
    LLC Agreement
  General Partner LP Agreement
  OLP
    GP LLC Agreement
  CDM LP
    Agreement
  Omnibus Agreement
  Transactions Contribution
    Documents Transaction Agreements Organizational Documents Operative Agreements CDM Parties Partnership
    Parties
    Representations, Warranties and Agreements of the CDM
    Parties.
  Registration; Definitions; No Stop
    Order. Form S-1 No. 333-144971) Securities
    Act Rules and Regulations Commission Representatives
  Applicable Time
  Effective Date
  Issuer Free Writing Prospectus
 3




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Preliminary Prospectus
  Pricing Disclosure Package
  Prospectus
  Registration Statement Form S-1 No. 333-144971)
  most recent Preliminary
    Prospectus
  Partnership Not an Ineligible
    Issuer. bona fide
  Registration Statement and Prospectus Conform to the
    Requirements of the Securities Act.
  No Material Misstatements or Omissions in
    Registration Statement. provided that
  No Material Misstatements or Omissions in
    Prospectus. provided that
  No Material Misstatements or Omissions in Pricing
    Disclosure Package.
 4




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provided that
  No Material Misstatements or Omissions in Issuer
    Free Writing Prospectuses.
  Issuer Free Writing Prospectuses Conform to the
    Requirements of the Securities Act.
  Formation, Qualification and
    Authority. Material Adverse Effect
  Power and Authority to Act as a General
    Partner.
  Ownership of GP LLC. Sections 18-607 18-804 Delaware LLC Act Liens
  Ownership of the General Partner.
 5




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Sections 17-607 17-804 Delaware LP Act
  Ownership of the General Partner Interest and the
    Incentive Distribution Rights in the
    Partnership. Incentive Distribution Rights Sections 17-607 17-804
  Ownership of the Sponsor
    Units. Sponsor Units Sections 17-607 17-804
  Capitalization of the Partnership.
  Valid Issuance of the Units. Sections 17-607 17-804
  Ownership of OLP GP by the
    Partnership. Sections 18-607 18-804
  Ownership of CDM. Section 17-607 17-804
 6




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No Other Subsidiaries.
  No Preemptive Rights, Registration Rights or
    Options.
  Authority and Authorization.
  Authorization, Execution and Delivery of this
    Agreement.
  Authorization, Execution, Delivery and
    Enforceability of Certain Agreements
         7




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provided, however,
  Sufficiency of the Contribution
    Documents.
  No Conflicts.
  No Consents. Consent Exchange Act
 8




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Private Placement
  No Material Adverse Effect
  Conduct of Business
  Conformity of Units to Description in the Most
    Recent Preliminary Prospectus and Prospectus.
  Financial Statements Regulation S-X
 9




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Pro Forma Financial Statements Regulation S-X
  Independent Registered Public Accounting
    Firm
  Title to Properties
  Insurance
  Statistical and Market-Related
    Data
  Investment Company
 10




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Investment Company
    Act
  Litigation.
  Legal Proceedings or Contracts to be Described or
    Filed
  Certain Relationships and Related Party
    Transactions
  No Labor Dispute
  ERISA ERISA Code Plan
  Tax Returns
 11




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Transfer Taxes
  No Default
  Books and Records
  No Changes in Internal
    Controls
  Sarbanes-Oxley Act of 2002
  Critical Accounting Policies
  Permits Permits
 12




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Intellectual Property and/or
  Environmental Compliance Environmental Laws
  No Workforce Discrimination
  Distribution Restrictions
  Foreign Corrupt Practices Act
 13




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Anti-Money Laundering Laws Money
    Laundering Laws
  Office of Foreign Assets Control OFAC
  No Distribution of Other Offering
    Materials
  Market Stabilization
  Listing on the New York Stock
    Exchange NYSE
    Purchase of the Units by the
    Underwriters
  Option
 14




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Offering of Units by the
    Underwriters
  Delivery of and Payment for the
    Units Initial
    Delivery Date
  provided that provided, however, Option
    Unit Delivery Date Delivery Date
    Further Agreements of the Partnership
    Parties.
    Preparation of Prospectus and Registration
    Statement.
 15




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Signed Copies of Registration
    Statement.
  Copies of Documents to the
    Underwriters.
  Filing of Amendment or
    Supplement.
  Issuer Free Writing Prospectus.
 16




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Reports to Security Holders.
  Blue Sky Qualifications. provided that
  Lock-up
    Period;
    Lock-up
    Letters. Lock-Up
    Period Form S-8 Exhibit B Lock-Up
    Agreements Lock-Up Lock-Up 16-day Lock-Up 18-day
  Lock-Up
      Application of Proceeds
 17




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Permitted Issuer Information provided that
  Expenses provided that
  Conditions of Underwriters
    Obligations
     18




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Exhibit A.
    Rule 2-01 Regulation S-X
  initial letters bring-down letters Rule 2-01 Regulation S-X
     19




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20




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Lock-Up
    Indemnification and Contribution.
  Non-Prospectus Road
    Show Blue Sky
    Application provided, however,
   21




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provided, however provided, however,
 22




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Defaulting Underwriters provided, however,
 23




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Termination
  Reimbursement of Underwriters
    Expenses
  Research Analyst Independence
 24




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No Fiduciary Duty
  Notices
    646-834-8133), 212-520-0421) 10171-0026,
    Persons Entitled to Benefit of
    Agreement
  Survival
  Definition of the Terms Business Day and
    Subsidiary  business day
 25




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subsidiary
  Governing Law. This Agreement
    shall be governed by and construed in accordance with the laws
    of the State of New York.
  Counterparts
  Headings
 26




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By:
    Name       By:
    Name     By:
    Name     By:
    CDM RP GP, L.P., its general partner  By:
    Name     27




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By:
    CDM Resource Partners, L.P., its sole member   By:
    CDM RP GP, L.P., its general partner   By:
    NameTitle    By:
    CDM OLP GP, LLC, its general partner   By:
    CDM Resource Partners, L.P., its sole
    member   By:
    CDM RP GP, L.P., its general partner   By:
    NameTitle 28




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Lehman Brothers Inc.Merrill Lync
    h, Pierce,
    Fenner & Smith
    IncorporatedGoldman, Sachs & Co.
    Wachovia Capital Markets, LLC
    Tudor, Pickering & Co. Securities, Inc.    
     By:
    Authorized
    Representative   By:
    MERRILL LYNC
H, PIERCE, FENNER & SMITH
    INCORPORATED  By:
    Authorized
    Representative    29




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SCHEDULE I
  Number of FirmUnits to be PurchasedLehman Brothers Inc.Merrill Lynch, Pierce, Fenner & Smith IncorporatedGoldman, Sachs & Co.Wachovia Capital Markets, LLCTudor, Pickering & Co. Securities, Inc.7,000,000  Schedule I




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SCHEDULE II
  Lock-Up
 Schedule II




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SCHEDULE III
   Additional
    Information in Pricing Disclosure Package
  1.
    Number of
    Units:  2.
    Price to
    the Public: Schedule III




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EXHIBIT A
  [FORM OF
    OPINION OF VINSON & ELKINS L.L.P.]
 A-1




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EXHIBIT B
  [FORM OF LOCK-UP
AGREEMENT]
 B-1