Exhibit
      4.4





































**REGISTRATION
      RIGHTS AGREEMENT**




**NIELSON  &
      ASSOCIATES, INC.**




**APRIL
      16, 2007**









***
      * * * * * * * * ***

















**REGISTRATION
      RIGHTS AGREEMENT**




**TABLE
      OF CONTENTS**




**Page**


**Article
                1****Defined
                Terms****Article
                2****Registration
                Rights****2.1**
            Piggyback
                Registration.
            5**2.2**
            Demand
                Registration.
            7**2.3**
            Underwritten
                Offerings.
            10**2.4**
            Postponements.
            10**Article
                3****Registration
                Procedures****3.1**
            Obligations
                of the MLP.
            11**3.2**
            Seller
                Information.
            16**3.3**
            Notice
                to Discontinue.
            16**Article
                4****Registration
                Expenses****Article
                5****Free
                Writing Prospectus****Article
                6****Indemnification****6.1**
            Indemnification
                by the MLP.
            18**6.2**
            Indemnification
                by Holders.
            18**6.3**
            Conduct
                of Indemnification Proceedings.
            19**6.4**
            Contribution.
            20**6.5**
            Other
                Indemnification.
            21**6.6**
            Indemnification
                Payments.
            21**6.7**
            Survivability.   The
                obligations of the Company and Holders under this Article 6 shall
                survive
                the completion of any offering of Registrable Securities and the
                termination of this Agreement for any reason.
            21**6.8**
            Conflicting
                Provisions.
            21**Article
                7****Compliance
                with Rule 144****Article
                8****Miscellaneous****8.1**
            Notices.
            22**8.2**
            Assignment
                of Rights.
            22**8.3**
            Limitation
                of Rights.
            23**8.4**
            Recapitalization,
                Exchanges, etc. Affecting the Units.
            23**8.5**
            Specific
                Performance.
            23




ii




**8.6**
            Counterparts.
            23**8.7**
            Headings.
            23**8.8**
            Governing
                Law.
            24**8.9**
            Severability
                of Provisions.
            24**8.10**
            Entire
                Agreement.
            24**8.11**
            Amendment.
            24**8.12**
            No
                Presumption.
            24





iii


**REGISTRATION
      RIGHTS AGREEMENT**




This
      REGISTRATION RIGHTS AGREEMENT (this “*Agreement*”) is entered into
      on the 16th day
      of April, 2007 (the “*Effective Date*”), by and among Nielson
& Associates, Inc., a Wyoming corporation (“*Nielson*”),
      Legacy Reserves LP, a Delaware limited partnership (the “*MLP*”),
      and Legacy Reserves GP, LLC, a Delaware limited liability company (the
“*General Partner*”), for itself and on behalf of the MLP in its
      capacity as general partner.  The above-named entities are sometimes
      referred to in this Agreement each as a “*Party*” and collectively
      as the “*Parties*.”  Terms that are capitalized but not
      defined shall have the meanings assigned to such terms in Article 1 hereof.




**RECITALS**




*WHEREAS*,
      on March 15, 2006, the MLP completed a private placement (the
“*Private Placement*”) of units representing limited partner
      interests in the MLP (“*Units*”) to the purchasers (the
“*Investors*”) identified in the purchase/placement
      agreement
      dated March 6, 2006 between the MLP and Friedman, Billings, Ramsey &
Co., Inc. (“*FBR*”) (the “*Placement Agreement*”);
      and




*WHEREAS*,
      pursuant to the Placement Agreement and as an inducement to the Investors to
      purchase the Units in the Private Placement, the MLP and the General Partner
      entered into a Registration Rights Agreement with the Investors (the
“*Investors Registration Rights Agreement*”) providing
      registration rights to the Investors as more particularly provided therein;
      and




*WHEREAS*,
      the MLP and the General Partner entered into a registration rights agreement
      dated March 15, 2006 ( the “*Founders Registration Rights
      Agreement*”) with the other parties thereto (the
“*”Founders*”) providing registration rights to the Founders
      as
      more particularly provided therein; and




*WHEREAS,*
      pursuant to the Investors Registration Rights Agreement on May 12, 2006 the
      MLP filed with the Commission two registration statements on Form S-1, one
      each
      for the Investors and FBR (the “*FBR Registration Statement*”);
      and




*WHEREAS*,
      the MLP and the General Partner entered into a registration rights agreement
      dated June 29, 2006 (the “*Henry Registration Rights
      Agreement*”) with Henry Holding LP (“*Henry*”) providing
      registration rights to Henry as more particularly provided therein;
      and




*WHEREAS*,
      Legacy Reserves Operating LP, a Delaware limited partnership and subsidiary
      of
      the MLP (“*Operating*”) and Nielson have entered into a purchase
      and sale agreement (the “*Purchase Agreement*”) dated March 20,
      2007; and




*WHEREAS*,
      the Purchase Agreement contemplates that Units will be issued to Nielson
      (“*Purchase Price Units*”) as partial consideration for the









Purchase
      Price (as such term is defined in the Purchase Agreement) and that the parties
      hereto will execute this Agreement to more fully set forth the registration
      rights of Nielson.




NOW,
      THEREFORE, for good and valuable consideration, the receipt and sufficiency
      of
      which are hereby acknowledged, the Parties hereby agree as follows:









**ARTICLE
      1**




**DEFINED
      TERMS**




.




When
      used
      in this Agreement, the following terms shall have the respective meanings set
      forth below:




“*Affiliate*”
      has the meaning specified in Rule 12b-2 under the Exchange Act.  The
      term “*Affiliates*” has a correlative meaning.




“*Agent*”
      is defined in Section 6.1.




“*Agreement*”
      is defined in the introductory paragraph of this Agreement.




“*Blackout
      Notice*” is defined in Section 2.4.




“*Blackout
      Period*” is defined in Section 2.4.




“*Board*”
      means the board of directors of the General Partner.




“*Business
      Day*” means with respect to any act to be performed hereunder, each Monday,
      Tuesday, Wednesday, Thursday and Friday that is not a day on which banking
      institutions in New York, New York or other applicable places where such act
      is
      to occur are authorized or obligated by applicable law, regulation or executive
      order to close.




“*Claims*”
      is defined in Section 6.1.




“*Commission*”
      means the Securities and Exchange Commission.




*“Demand
      Registration”* is defined in Section 2.2.1(a).




*“Demand
      Registration Statement”* means a Registration Statement of the MLP which
      covers the Registrable Securities requested to be included therein pursuant
      to
Section 2.2.




“*Effective
      Date*” is defined in the introductory paragraph of this
      Agreement.




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




-2-




“*FBR
      Registration Statement*” is defined in the Recitals to this
      Agreement.




“*Form
      S-3*” means such form under the Securities Act as in effect on the date
      hereof or any registration form under the Securities Act subsequently adopted
      by
      the Commission that permits incorporation of substantial information by
      reference to other documents filed by the MLP with the Commission.




“*Founders*”
      is defined in the Recitals to this Agreement.




“*Founders
      Registration Rights Agreement*” is defined in the Recitals to this
      Agreement.




“*Free
      Writing Prospectus*” means a free writing prospectus, as defined in
      Rule 405 under the Securities Act.




“*General
      Partner*” is defined in the introductory paragraph of this
      Agreement.




“*Henry*”
      is defined in the Recitals to this Agreement.




*“Henry
      Registration Rights Agreement”*is defined in the Recitals to this
      Agreement.




“*Holders*”
      means each of (i) Nielson for so long as it owns any Registrable Securities
      and
      (ii) Nielson’s Permitted Transferees and (iii) their respective heirs,
      successors and permitted assigns who acquire or are otherwise the transferee
      of
      the Registrable Securities, directly or indirectly from Nielson (or any
      subsequent Holder), for so long as such Permitted Transferee, heir, successor
      and permitted assign owns any Registrable Securities.




*“Initiating
      Holder(s)”* means with respect to a particular Demand Registration, the
      Holder or Holders who initiated the Request for such registration.




*“Immediate
      Family Member”* means a child, stepchild, grandchild, parent, stepparent,
      grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,
      daughter-in-law, brother-in-law, or sister-in-law, including adoptive
      relationships, of a natural person referred to herein.




“*Inspector*”
      and “*Inspectors*” are defined in
Section 3.1(g).




“*Investors*”
      is defined in the Recitals to this Agreement.




“*Investors
      Registration Rights Agreement*” is defined in the Recitals to this
      Agreement.




“*Issuer
      Free Writing Prospectus*” means an issuer free writing prospectus, as
      defined in Rule 433 under the Securities Act.




“*Majority
      Holders of the Registration*” means with respect to a particular
      registration, one or more holders of securities who would hold a majority of
      the
      securities to be included in such registration.




“*Market
      Price*” means the price of the Units sold in the Private
      Placement.




“*MLP*”
      is defined in the introductory paragraph of this Agreement.




-3-




*“National
      Securities Exchange”* means an exchange registered with the Commission under
      Section 6(a) of the Securities Exchange Act of 1934, as amended, supplemented
      or
      restated from time to time, and any successor to such statute.




*“Nielson”*
      is defined in the introductory paragraph to this Agreement.




“*Operating*”
      is defined in the Recitals to this Agreement.




“*Partnership
      Group*” means the MLP, the General Partner, Operating, and Legacy Operating
      GP, LLC, a Delaware limited liability company.




“*Party*”
      and “*Parties*” are defined in the introductory paragraph of this
      Agreement.




“*Permitted
      Free Writing Prospectus*” is defined in Article 5.




“*Permitted
      Transferees*” is defined in Section 8.2.




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




“*Piggyback
      Registration*” is defined in Section0.




“*Piggyback
      Registration Statement*” means a Registration Statement of the MLP which
      covers the Registrable Securities requested to be included therein pursuant
      to
      the provisions of Section2.1.




“*Placement
      Agreement*” is defined in the Recitals to this Agreement.




“*Private
      Placement*” is defined in the Recitals to this Agreement.




“*Prospectus*”
      means the prospectus included in the Registration Statement at each such time
      as
      the Registration Statement is filed with the Commission and at the time such
      Registration Statement is declared effective, as amended or supplemented by
      any
      prospectus supplement and by all other amendments thereof, including
      post-effective amendments, and all material incorporated by reference into
      such
      Prospectus.




“*Purchase
      Agreement*” is defined in the Recitals to this Agreement.




“*Purchase
      Price*” is defined in the Purchase Agreement.




“*Purchase
      Price Units*” is defined in the Recitals to this Agreement.




“*Registrable
      Securities*” means (i) the Purchase Price Units beneficially owned by
      Nielson, (ii) the Purchase Price Units beneficially owned by the Permitted
      Transferees and (iii) any other securities of the MLP (or successor or assign
      of
      the MLP, whether by merger, consolidation, sale of assets or otherwise) which
      may be issued or issuable with respect to, in exchange for, or in substitution
      of, any Purchase Price Units referenced in clauses (i) and (ii)




-4-




whether
      by reason of any dividend or split, combination of securities, merger,
      consolidation, recapitalization, reclassification, reorganization, sale of
      assets or similar transaction.  As to any particular Registrable
      Securities, such securities shall cease to be Registrable Securities when (A)
      a
      Registration Statement with respect to the sale of such securities shall have
      been declared effective under the Securities Act and such securities shall
      have
      been disposed of in accordance with such Registration Statement, (B) such
      securities are sold pursuant to Rule 144 (or any successor provision) under
      the
      Securities Act, (C) such securities have been otherwise transferred and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act or (D) such securities shall cease to be
      outstanding.




“*Registration
      Expenses*” is defined in Article 4 of this Agreement.




“*Registration
      Statement*” means a registration statement of the MLP concerning the sale of
      its securities to the public, on an appropriate form under the Securities Act,
      including the Prospectus included therein, all amendments thereof and
      supplements thereto (including post-effective amendments) and all exhibits
      and
      all material incorporated therein.




*“Request”*
      is defined in Section2.2.1(a).




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




*“Shelf
      Registration”* is defined in Section2.2.1(a).




“*Transfer*”
      means any sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage,
      exchange or any other disposition by law or otherwise.




“*Underwritten
      Offering*” means a sale of Units to an underwriter or underwriters for
      reoffering to the public.




“*Units*”
      is defined in the Recitals of this Agreement.




*“Withdrawn
      Demand Registration”* is defined in Section2.2.1(b).




*“Withdrawn
      Request”* is defined in Section2.2.1(b).




**ARTICLE
      2**




**REGISTRATION
      RIGHTS**




**2.1           Piggyback
      Registration.**




*Right
      to Include Registrable Securities*.  If the MLP, at any time or
      from time to time proposes to register the offering and sale of any of its
      securities under the Securities Act  (A) on Form S-3 (or any successor
      to such form) or (B) on Form S-1 (or any successor to such form) in order to
      effectuate an offering of Units to be newly issued by and for the account of
      the
      MLP and files (i) such a Registration Statement or (ii) proposes to do
      a take down off of an effective shelf Registration Statement, other than the
      FBR
      Registration Statement, whether or not pursuant to registration rights granted
      to other holders of its securities and whether or not for sale for its own
      account, the MLP shall deliver prompt written notice (which notice shall be
      given, to the extent




-5-




reasonably
      practicable, at least 45 days prior to the filing of such Registration Statement
      or ten (10) days prior to the filing of any preliminary prospectus supplement
      pursuant to Rule 424(b), or the prospectus supplement pursuant to
      Rule 424(b) (if no preliminary prospectus supplement is used)) to all
      Holders of Registrable Securities of its intention to undertake such
      registration or offering, describing in reasonable detail the proposed
      registration and distribution (including the anticipated range of the proposed
      offering price, the class and number of securities proposed to be registered
      and
      the distribution arrangements) and of such Holders’ right to participate in such
      registration under this Section2.1 as hereinafter
      provided.  Subject to the other provisions of this
Section2.1, upon the written request of any Holder made
      within 20 days with respect to the filing of a registration statement, and
      within seven (7) days with respect to the filing of any preliminary prospectus
      supplement pursuant to Rule 424(b), or the prospectus supplement pursuant
      to Rule 424(b) (if no preliminary prospectus supplement is used), after the
      receipt of such written notice (which request shall specify the amount of
      Registrable Securities to be registered and the intended method of disposition
      thereof), the MLP shall effect the registration under the Securities Act of
      all
      Registrable Securities requested by Holders to be so registered (a
“*Piggyback Registration*”), to the extent required to permit the
      disposition (in accordance with the intended methods thereof as aforesaid)
      of
      the Registrable Securities so to be registered, by inclusion of such Registrable
      Securities in the Registration Statement which covers the securities which
      the
      MLP proposes to register and shall cause such Registration Statement to become
      and remain effective with respect to such Registrable Securities for the period
      provided in Section3.1(b).  If a Piggyback Registration
      involves an Underwritten Offering, immediately upon notification to the MLP
      from
      the underwriter of the price at which such securities are to be sold, the MLP
      shall so advise each participating Holder.  The Holders requesting
      inclusion in a Piggyback Registration may, at any time up to and including
      the
      time of pricing of the Piggyback Registration Statement (and for any reason),
      revoke such request by delivering written notice to the MLP revoking such
      requested inclusion.




If
      at any
      time after giving written notice of its intention to register any securities
      and
      up to and including the time of effectiveness or, if applicable, pricing of
      the
      Piggyback Registration Statement filed in connection with such registration,
      the
      MLP shall determine for any reason not to register or to delay registration
      of
      such securities, the MLP may, at its election, give written notice of such
      determination to each Holder of Registrable Securities and, thereupon,
      (i) in the case of a determination not to register, the MLP shall be
      relieved of its obligation to register any Registrable Securities in connection
      with such registration (but not from its obligation to pay the Registration
      Expenses incurred in connection therewith), without prejudice, however, to
      the
      rights of Holders to cause such registration to be effected as a Demand
      Registration under Section2.2, subject, however, to the
      provisions of Section2.4 and (ii) in the case of a
      determination to delay such registration, the MLP shall be permitted to delay
      the registration of such Registrable Securities for the same period as the
      delay
      in registering such other securities; provided, however, that if such delay
      shall extend beyond 120 days from the date the MLP received a request to include
      Registrable Securities in such Piggyback Registration, then the MLP shall again
      give all Holders the opportunity to participate therein and shall follow the
      notification procedures set forth in the preceding paragraph.  There
      is no limitation on the number of such Piggyback Registrations pursuant to
      this
Section2.1 which the MLP is obligated to
      effect.




The
      registration rights granted pursuant to provisions of this Section 2.1
      shall be in addition to the registration rights granted pursuant to the other
      provisions of Article 2 hereof.




2.1.1           *Priority
      in Incidental Registration*.  If a Piggyback Registration involves
      an Underwritten Offering, and the sole or the lead managing underwriter, as
      the
      case may be, of such Underwritten Offering shall advise the MLP in writing
      on or
      before the date ten (10) days prior to the date then scheduled for such offering
      that, in its opinion, the amount of securities (including Registrable
      Securities) requested to be included in such registration exceeds the amount
      which can be sold in such offering without materially interfering with the
      successful marketing of the securities being offered, the MLP shall include
      in
      such registration, to the extent of the number which the MLP is so advised
      may
      be included in such offering without such effect (subject to the Investors’
*pro rata* allocation rights set forth in the Investors Registration
      Rights Agreement and the Founders’ allocation rights set forth in the Founders
      Registration Rights Agreement and Henry’s allocation rights set forth in the
      Henry Registration Rights Agreement) (i) first, the number of Registrable
      Securities requested to be included therein by the Holders allocated *pro
      rata* among such Holders and based, for each such selling Holder, on the
      percentage derived by dividing (A) the number of Registrable Securities proposed
      to be sold by such Holder, by (B) the aggregate number of Registrable Securities
      proposed to be sold by each such Holder in such Piggyback Registration, and
      (ii) second, only if all of the Registrable Securities in clause (i)
      have been included, any other securities requested to be included
      therein.




2.1.2           *Selection
      of Underwriters*.  If any Piggyback Registration involves an
      Underwritten Offering, the sole or managing underwriters and any additional
      investment bankers and managers to be used in connection with such registration
      shall be subject to the approval of the Majority Holders of the
      Registration.




**2.2           Demand
      Registration.**




2.2.1           *Request
      for Registration*.




(a)           Subject
      to the terms of this Agreement and Section 2.2.7 of the Founders
      Registration Rights Agreement, each Holder at any time commencing after the
      expiration of a six-months period following the Closing under the Purchase
      Agreement, may request registration by the MLP under the Securities Act of
      all
      or a part of such Holder’s Registrable Securities; *provided, however*
      that the MLP is eligible to file a registration statement on Form S-3 (or any
      successor to such form).  Any such registration requested pursuant to
      this Section2.2 is referred to herein as a
*“**Demand Registration**.”*  Any request
      for a Demand Registration (each, a *“**Request**”*)
      shall specify (i) the amount of Registrable Securities proposed to be registered
      (*provided,**however* that the amount of Registrable Securities
      specified must be expected to result in aggregate gross proceeds to the Holders
      of at least $5 million), and (ii) the intended method or methods and plan of
      distribution thereof, including whether such requested registration is to
      involve an Underwritten Offering.  As promptly as practicable, but no
      later than ten (10) days after receipt of a Request, the MLP shall give written
      notice of such requested registration to all Holders of Registrable
      Securities.  Subject to Section2.2.2, the MLP shall
      include in a Demand Registration (i) the Registrable Securities intended to
      be
      disposed of by the Initiating Holders and (ii) the Registrable Securities
      intended to be disposed of by any other Holder which shall have made a written
      request (which request shall specify the amount of Registrable Securities to
      be
      registered and the intended method of disposition thereof) to the MLP for
      inclusion thereof in such registration




-6-




within
      20
      days after the receipt of such written notice from the MLP.  Promptly
      following such a Request, the MLP shall thereafter as soon as practicable but
      in
      any event within 90 days file with the Commission, or otherwise designate an
      existing filing as, a Demand Registration Statement providing for the
      registration under the Securities Act of the Registrable Securities which the
      MLP has been so requested to register by all such Holders, to the extent
      necessary to permit the disposition of such Registrable Securities to be so
      registered in accordance with the intended methods of disposition thereof
      requested in such Request or further Request (including, without limitation,
      by
      means of a shelf registration pursuant to Rule 415 under the Securities Act
      (a
“Shelf Registration”) if so requested and if the MLP is then eligible to use
      such a registration).  The MLP shall thereafter (i) use its
      commercially reasonable efforts to cause such Demand Registration Statement
      promptly to be declared effective under (A) the Securities Act and (B) the “blue
      sky” laws of such jurisdictions as any seller of Registrable Securities being
      registered under such Demand Registration Statement or any other underwriter,
      if
      any, reasonably requests; or (ii) otherwise make available for use by such
      Holders a previously filed effective Registration Statement for the offer and
      sale of the Registrable Securities.




(b)           A
      Request may be withdrawn prior to the filing of the Demand Registration
      Statement by the Initiating Holders (a *“**Withdrawn
      Request**”*) and a Demand Registration Statement may be withdrawn
      up to the time of effectiveness or, if applicable, pricing, by the Initiating
      Holders of the registration (a *“**Withdrawn Demand
      Registration**”*), and such withdrawal shall be treated as a
      Demand Registration which shall have been effected pursuant to this Section2.2, unless the Initiating Holders reimburse the MLP for its
      reasonable out-of-pocket Registration Expenses relating to the preparation
      and
      filing of such Demand Registration Statement (to the extent actually incurred);
      provided, however, that if a Withdrawn Request or Withdrawn Demand Registration
      is made (A) because of a material adverse change in the business, financial
      condition or prospects of the MLP, or (B) because the sole or lead managing
      underwriter advises that the amount of Registrable Securities to be sold in
      such
      offering be reduced pursuant to Section2.2.2 by more than twenty
      percent (20%) of the Registrable Securities to be included in such Registration
      Statement, or (C) because of the postponement of such registration pursuant
      to
Section2.4, then such withdrawal shall not be treated as a Demand
      Registration effected pursuant to this Section2.2 (and shall not
      be counted toward the number of Demand Registrations), and the MLP shall pay
      all
      Registration Expenses in connection therewith.  Any Holder requesting
      inclusion in a Demand Registration may, at any time up to the time of
      effectiveness or, if applicable, pricing of the offering related to the Demand
      Registration Statement revoke such request by delivering written notice to
      the
      MLP revoking such requested inclusion.




(c)           The
      registration rights granted pursuant to provisions of this Section2.2 shall be in addition to the registration rights granted pursuant
      to the other provisions of Article 2 hereof.




2.2.2           *Priority
      in Demand Registrations.*  If a Demand Registration involves an
      Underwritten Offering, and the sole or lead managing underwriter, as the case
      may be, of such Underwritten Offering shall advise the MLP in writing, with
      a
      copy to each Holder requesting




-7-




registration,
      on or before the date ten (10) days prior to the date then scheduled for such
      offering that, in its opinion, the amount of Registrable Securities requested
      to
      be included in such Demand Registration exceeds the number which can be sold
      in
      such offering within a price range acceptable to the Initiating Holders, the
      MLP
      shall include in such Demand Registration, to the extent of the number which
      the
      MLP is so advised may be included in such offering, the Registrable Securities
      requested to be included in the Demand Registration by the Holders allocated
      as
      follows (subject to the Investors’ *pro rata* allocation rights set forth
      in the Investors Registration Rights Agreement and the Founders’ allocation
      rights set forth in the Founders Registration Rights Agreement and Henry’s
      allocation rights set forth in the Henry Registration Rights Agreement), (i)
      first, the number of Registrable Securities requested to be included therein
      by
      the Holders allocated *pro rata* among such Holders and based, for each
      such selling Holder, on the percentage derived by dividing (A) the number of
      Registrable Securities proposed to be sold by such Holder in excess of the
      number of Registrable Securities included in clause (i), by (B) the aggregate
      number of Registrable Securities not included in clause (i) proposed to be
      sold
      by each such Holder in such Demand Registration, and (ii) second, only if all
      of
      the Registrable Securities in clause (i) have been included, any other
      securities requested to be included therein.




2.2.3           *Limitations
      on Demand Registrations.*  The MLP shall not be obligated to
      effect more than two Demand Registrations in any 12-month period.




2.2.4           *Underwriting;
      Selection of Underwriters.*Notwithstanding anything to the contrary
      contained in this Section2.2, if the Initiating Holders so elect,
      the offering of such Registrable Securities pursuant to such Demand Registration
      shall be in the form of a firm commitment Underwritten Offering; and such
      Initiating Holders may require, in accordance with Section2.3
      below, that all Holders participating in such registration sell their
      Registrable Securities to the underwriters at the same price and on the same
      terms of underwriting applicable to the Initiating Holders.  Except to
      the extent the MLP has otherwise already agreed to hire designated underwriters
      as required by the terms of the Private Placement, if any Demand Registration
      involves an Underwritten Offering, the sole or managing underwriters and any
      additional investment bankers and managers to be used in connection with such
      registration shall be selected by the Initiating Holders, subject to the
      approval of the MLP (such approval not to be unreasonably
      withheld).




2.2.5           *Effective
      Registration Statement; Suspension.*A Demand Registration Statement shall
      not be deemed to have become effective (and the related registration will not
      be
      deemed to have been effected) (i) unless it has been declared effective by
      the
      Commission and remains effective in compliance with the provisions of the
      Securities Act with respect to the disposition of all Registrable Securities
      covered by such Demand Registration Statement for the period provided in
Section3.1(b), (ii) if the offering of any Registrable Securities
      pursuant to such Demand Registration Statement is interfered with by any stop
      order, injunction or other order or requirement of the Commission or any other
      governmental agency or court, or (iii) if, in the case of an Underwritten
      Offering, the conditions to closing specified in an underwriting agreement
      to
      which the MLP is a party are not satisfied other than by the sole reason of
      any
      breach or failure by the Holders of Registrable Securities or are not otherwise
      waived.




-8-




2.2.6           *Registration
      Statement Form.*  Demand Registrations under this Section2.2 shall be on such appropriate registration form of the
      Commission
      (i) as shall be selected by the Initiating Holders, and (ii) which shall be
      available for the sale of Registrable Securities in accordance with the intended
      method or methods of disposition specified in the requests for
      registration.  The MLP agrees to include in any such Registration
      Statement all information which any selling Holder, upon advice of counsel,
      shall reasonably request.




**2.3           Underwritten
      Offerings.**




2.3.1           *Demand
      Underwritten Offerings*.  If requested by the sole or lead
      managing underwriter for any Underwritten Offering effected pursuant to a Demand
      Registration, the MLP shall enter into a customary underwriting agreement with
      the underwriters for such offering, such agreement to be reasonably satisfactory
      in substance and form to the Majority Holders of the Registration and to contain
      such representations and warranties by the MLP, and such other terms as are
      generally prevailing in agreements of that type, including, without limitation,
      indemnification and contribution to the effect and to the extent provided in
      Article 6.




2.3.2           *Holders
      of Registrable Securities to be Parties to Underwriting
      Agreement*.  The Holders of Registrable Securities to be
      distributed by underwriters in an Underwritten Offering contemplated by this
      Article 2 shall be parties to the underwriting agreement between the MLP
      and such underwriters and may, at such Holders’ option, require that any or all
      of the representations and warranties by, and the other agreements on the part
      of, the MLP to and for the benefit of such underwriters shall also be made
      to
      and for the benefit of such Holders of Registrable Securities and that any
      or
      all of the conditions precedent to the obligations of such underwriters under
      such underwriting agreement be conditions precedent to the obligations of such
      Holders of Registrable Securities; provided, however, that the MLP shall not
      be
      required to make any representations or warranties with respect to written
      information specifically provided by a selling Holder for inclusion in the
      Registration Statement.  No Holder shall be required to make any
      representations or warranties to, or agreements with, the MLP or the
      underwriters other than representations, warranties or agreements regarding
      such
      Holder, such Holder’s Registrable Securities and such Holder’s intended method
      of disposition.




2.3.3           *Participation
      in Underwritten Registration*.  Notwithstanding anything herein to
      the contrary, no Person may participate in any underwritten registration
      hereunder unless such Person (i) agrees to sell its securities on the same
      terms and conditions provided in any underwritten arrangements approved by
      the
      Persons entitled hereunder to approve such arrangement and (ii) accurately
      completes and executes in a timely manner all questionnaires, powers of
      attorney, indemnities, custody agreements, underwriting agreements and other
      documents reasonably and customarily required under the terms of such
      underwriting arrangements.




**2.4           Postponements.**




The
      MLP shall be entitled to postpone a Demand Registration and to require the
      Holders of Registrable Securities to discontinue the disposition of their
      securities covered by a Shelf Registration during any Blackout Period (i) if
      the
      Board determines in good faith that effecting




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such
      a
      registration or continuing such disposition at such time would have a material
      adverse effect upon a proposed sale of all (or substantially all) of the assets
      of the Partnership Group or a merger, reorganization, recapitalization or
      similar current transaction materially affecting the capital structure or equity
      ownership of the Partnership Group, or (ii) if the MLP is in possession of
      material information which the Board determines in good faith it is not in
      the
      best interests of the MLP to disclose in a Registration Statement at such time;
      provided, however, that the MLP may only delay a Demand Registration pursuant
      to
      this Section2.4 by delivery of a Blackout Notice within thirty
      (30) days of delivery of the Request for such Demand Registration, and may
      delay
      a Demand Registration and require the Holders of Registrable Securities to
      discontinue the disposition of their securities covered by a Shelf Registration
      only for a reasonable period of time not to exceed ninety (90) days (or such
      earlier time as such transaction is consummated or no longer proposed or the
      material information has been made public) (the “*Blackout
      Period*”), and provided further that the MLP shall not register any
      securities for its own account or that of any other Person during such ninety
      (90) day period.  There shall not be more than one Blackout Period in
      any 12-month period.  The MLP shall promptly notify the Holders in
      writing (a “*Blackout Notice*”), of any decision to postpone a
      Demand Registration or to discontinue sales of Registrable Securities covered
      by
      a Shelf Registration pursuant to this Section2.4 and shall
      include a general statement of the reason for such postponement, an
      approximation of the anticipated delay and an undertaking by the MLP promptly
      to
      notify the Holders as soon as a Demand Registration may be effected or sales
      of
      Registrable Securities covered by a Shelf Registration may resume.  In
      making any such determination to initiate or terminate a Blackout Period, the
      MLP shall not be required to consult with or obtain the consent of any Holder,
      and any such determination shall be the MLP’s sole
      responsibility.  Each Holder shall treat all notices received from the
      MLP pursuant to this Section2.4 constituting material inside
      information in the strictest confidence and shall not trade on or disseminate
      such information.  If the MLP shall postpone the filing of a Demand
      Registration Statement, the Initiating Holders shall have the right to withdraw
      the request for registration.  Any such withdrawal shall be made by
      giving written notice to the MLP within thirty (30) days after receipt of the
      Blackout Notice.  Such withdrawn registration request shall not be
      treated as a Demand Registration effected pursuant to Section2.2
      (and shall not be counted towards the number of Demand Registrations effected),
      and the MLP shall pay all Registration Expenses in connection
      therewith.




**ARTICLE
      3**




**REGISTRATION
      PROCEDURES**




**3.1           Obligations
      of the MLP.**




Whenever
      the MLP is required to effect the registration of Registrable Securities under
      the Securities Act pursuant to Article 2 of this Agreement, the MLP shall
      use its commercially reasonable efforts to:




(a)           promptly
      prepare and file with the Commission, or designate an existing filing as, a
      Registration Statement to effect such registration, which Registration Statement
      shall comply as to form in all material respects with the requirements of the
      applicable form and include all financial statements required by the Commission
      to be filed therewith, and the MLP shall use its commercially reasonable efforts
      to cause such Registration Statement to become effective (provided, that the
      MLP
      may discontinue any




-10-




registration
      of its securities
      that are not Registrable Securities, and, under the circumstances specified
      in
Section0, its securities that are Registrable Securities);
      provided, however, that before filing a Registration Statement or Prospectus
      or
      any amendments or supplements thereto, or comparable statements under securities
      or blue sky laws of any jurisdiction, the MLP shall (i) provide Holders’ counsel
      and any other Inspector with an adequate and appropriate opportunity to
      participate in the preparation of such Registration Statements and each
      Prospectus included therein (and each amendment or supplement thereto or
      comparable statement) to be filed with the Commission, which documents shall
      be
      subject to the review and comment of Holders’ counsel, and (ii) not file any
      such Registration Statement or Prospectus (or amendment or supplement thereto
      or
      comparable statement) with the Commission to which Holder’s counsel, any selling
      Holder or any other Inspector shall have reasonably objected on the grounds
      that
      such filing does not comply in all material respects with the requirements
      of
      the Securities Act or of the rules or regulations thereunder;




(b)           prepare
      and file with the Commission such amendments and supplements to such
      Registration Statement and the Prospectus used in connection therewith as may
      be
      necessary (i) to keep such Registration Statement effective, and
      (ii) to comply with the provisions of the Securities Act with respect to
      the disposition of all Registrable Securities covered by such Registration
      Statement, in each case until such time as all of such Registrable Securities
      have been disposed of in accordance with the intended methods of disposition
      by
      the seller(s) thereof set forth in such Registration Statement; provided, that
      except with respect to any Shelf Registration, such period need not extend
      beyond nine months after the effective date of the Registration Statement;
      and
      provided, further, that with respect to any Shelf Registration, such period
      need
      not extend beyond the time when all Registrable Securities covered by such
      shelf
      registration may be sold pursuant to Rule 144(k) under the Securities Act,
      and
      which periods, in any event, shall terminate when all Registrable Securities
      covered by such Registration Statement have been sold (but not before the
      expiration of the 90-day period referred to in Section 4(3) of the
      Securities Act and Rule 174 thereunder, if applicable);




(c)           furnish,
      without charge, to each selling Holder of such Registrable Securities and each
      underwriter, if any, of the securities covered by such Registration Statement,
      such number of copies of such Registration Statement and the Prospectus included
      in such Registration Statement (including each preliminary Prospectus), any
      Issuer Free Writing Prospectuses, and each amendment and supplement to any
      of
      the foregoing (in each case including all exhibits), in conformity with the
      requirements of the Securities Act, and such other documents as such selling
      Holder and underwriter may reasonably request in order to facilitate the public
      sale or other disposition of the Registrable Securities owned by such selling
      Holder (the MLP hereby consenting to the use in accordance with applicable
      law
      of each such Registration Statement (or amendment or post-effective amendment
      thereto), each such Prospectus (or preliminary prospectus or supplement thereto)
      and any Issuer Free Writing Prospectus by each such selling Holder of
      Registrable Securities and the underwriters, if any, in connection with the
      offering and sale of the Registrable Securities covered by such Registration
      Statement or Prospectus);




-11-




(d)           prior
      to any public offering of Registrable Securities, to register or qualify all
      Registrable Securities and other securities covered by such Registration
      Statement under such other securities or blue sky laws of such jurisdictions
      as
      any selling Holder of Registrable Securities covered by such Registration
      Statement or the sole or lead managing underwriter, if any, may reasonably
      request to enable such selling Holder to consummate the disposition in such
      jurisdictions of the Registrable Securities owned by such selling Holder and
      to
      continue such registration or qualification in effect in each such jurisdiction
      for as long as such Registration Statement remains in effect (including through
      new filings or amendments or renewals), and do any and all other acts and things
      which may be necessary or advisable to enable any such selling Holder to
      consummate the disposition in such jurisdictions of the Registrable Securities
      owned by such selling Holder; provided, however, that the MLP shall not be
      required to (i) qualify generally to do business in any jurisdiction where
      it would not otherwise be required to qualify but for this
Section3.1(d), (ii) subject itself to taxation
      in any such jurisdiction, or (iii) consent to general service of process in
      any such jurisdiction;




(e)           to
      obtain all other approvals, consents, exemptions or authorizations from such
      governmental agencies or authorities as may be necessary to enable the selling
      Holders of such Registrable Securities to consummate the disposition of such
      Registrable Securities;




(f)           promptly
      notify Holders’ counsel, each Holder of Registrable Securities covered by such
      Registration Statement and the sole or lead managing underwriter, if
      any:  (i) when the Registration Statement, any pre-effective
      amendment, the Prospectus or any prospectus supplement related thereto, Issuer
      Free Writing Prospectus, or post-effective amendment to the Registration
      Statement has been filed and, with respect to the Registration Statement or
      any
      post-effective amendment, when the same has become effective, (ii) of any
      request by the Commission or any state securities or blue sky authority for
      amendments or supplements to the Registration Statement, the Prospectus or
      the
      Issuer Free Writing Prospectus related thereto or for additional information,
      (iii) of the issuance by the Commission of any stop order suspending the
      effectiveness of the Registration Statement or the initiation or threat of
      any
      proceedings for that purpose, (iv) of the receipt by the MLP of any
      notification with respect to the suspension of the qualification of any
      Registrable Securities for sale under the securities or blue sky laws of any
      jurisdiction or the initiation of any proceeding for such purpose, (v) of
      the existence of any fact of which the MLP becomes aware or the happening of
      any
      event which results in (A) the Registration Statement containing an untrue
      statement of a material fact or omitting to state a material fact required
      to be
      stated therein or necessary to make any statements therein not misleading,
      or
      (B) the Prospectus included in such Registration Statement or any Issuer
      Free Writing Prospectus containing an untrue statement of a material fact or
      omitting to state a material fact required to be stated therein or necessary
      to
      make any statements therein, in the light of the circumstances under which
      they
      were made, not misleading, (vi) if at any time the representations and
      warranties contemplated by Section2.3.1 cease to be true and
      correct in all material respects, and (vii) of the MLP’s reasonable
      determination that a post-effective amendment to a Registration Statement would
      be appropriate or that there exists circumstances not yet disclosed to the
      public which make further sales under such




-12-




Registration
      Statement inadvisable pending such disclosure and post-effective amendment;
      and,
      if the notification relates to an event described in any of the
      clauses (ii) through (vii) of this
Section3.1(f), the MLP shall promptly prepare a
      supplement or post-effective amendment to such Registration Statement, related
      Prospectus or Issuer Free Writing Prospectus or any document incorporated
      therein by reference or file any other required document so that (1) such
      Registration Statement shall not contain any 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 (2) as thereafter delivered
      to the purchasers of the Registrable Securities being sold thereunder, such
      Prospectus shall 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 in the light of the circumstances under which they were
      made
      not misleading (and shall furnish to each such Holder and each underwriter,
      if
      any, a reasonable number of copies of such Prospectus or Issuer Free Writing
      Prospectus so supplemented or amended); and if the notification relates to
      an
      event described in clause (iii) of this
Section3.1(f), the MLP shall take all reasonable
      action required to prevent the entry of such stop order or to remove it if
      entered;




(g)           make
      available for inspection by any selling Holder of Registrable Securities, any
      sole or lead managing underwriter participating in any disposition pursuant
      to
      such Registration Statement, Holders’ counsel and any attorney, accountant or
      other agent retained by any such seller or any underwriter (each, an
“*Inspector*” and, collectively, the
“*Inspectors*”), all financial and other records, pertinent
      corporate documents and properties of the MLP and any subsidiaries thereof
      as
      may be in existence at such time as shall be necessary, in the opinion of such
      Holders’ and such underwriters’ respective counsel, to enable them to exercise
      their due diligence responsibility and to conduct a reasonable investigation
      within the meaning of the Securities Act, and cause the MLP’s and any
      subsidiaries’ officers, directors and employees, and the independent public
      accountants of the MLP, to supply all information reasonably requested by any
      such Inspectors in connection with such Registration Statement;




(h)           if
      requested by the Majority Holders of the Registration, obtain an opinion from
      the MLP’s counsel and a “cold comfort” letter from the MLP’s independent public
      accountants who have certified the MLP’s financial statements included or
      incorporated by reference in such Registration Statement, in each case dated
      the
      effective date of such Registration Statement (and if such registration involves
      an Underwritten Offering, dated the date of the closing under the underwriting
      agreement), in customary form and covering such matters as are customarily
      covered by such opinions and “cold comfort” letters delivered to underwriters in
      underwritten public offerings, which opinion and letter shall be reasonably
      satisfactory to the sole or lead managing underwriter, if any, and to the
      Majority Holders of the Registration, and furnish to each Holder participating
      in the offering and to each underwriter, if any, a copy of such opinion and
      letter addressed to such Holder (in the case of the opinion) and underwriter
      (in
      the case of the opinion and the “cold comfort” letter);




(i)           provide
      a CUSIP number for all Registrable Securities and provide and cause to be
      maintained a transfer agent and registrar for all such Registrable Securities
      covered by such Registration Statement not later than the effectiveness of
      such
      Registration Statement;




-13-




(j)           otherwise
      use its best efforts to comply with all applicable rules and regulations of
      the
      Commission and any other governmental agency or authority having jurisdiction
      over the offering, and make available to its security holders, as soon as
      reasonably practicable but not later than 90 days after the end of any 12-month
      period, an earnings statement (i) commencing at the end of any month in
      which Registrable Securities are sold to underwriters in an Underwritten
      Offering and (ii) commencing with the first day of the MLP’s calendar month
      next succeeding each sale of Registrable Securities after the effective date
      of
      a Registration Statement, which statement shall cover such 12-month periods,
      in
      a manner which satisfies the provisions of Section 11(a) of the Securities
      Act and Rule 158 thereunder;




(k)           if
      so requested by the Majority Holders of the Registration, use its best efforts
      to cause all such Registrable Securities to be listed on each National
      Securities Exchange on which the MLP’s securities are then listed or proposed to
      be listed;




(l)           keep
      each selling Holder of Registrable Securities advised in writing as to the
      initiation and progress of any registration under Article 2
      hereunder;




(m)           enter
      into and perform customary agreements (including, if applicable, an underwriting
      agreement in customary form) and provide officers’ certificates and other
      customary closing documents;




(n)           cooperate
      with each selling Holder of Registrable Securities and each underwriter
      participating in the disposition of such Registrable Securities and their
      respective counsel in connection with any filings required to be made with
      the
      NASD and make reasonably available its employees and personnel and otherwise
      provide reasonable assistance to the underwriters (taking into account the
      needs
      of the MLP’s businesses and the requirements of the marketing process) in the
      marketing of Registrable Securities in any Underwritten Offering;




(o)           furnish
      to each Holder participating in the offering and the sole or lead managing
      underwriter, if any, without charge, a least one manually-signed copy of the
      Registration Statement and any post-effective amendments thereto, including
      financial statements and schedules, all documents incorporated therein by
      reference and all exhibits (including those deemed to be incorporated by
      reference);




(p)           cooperate
      with the selling Holders of Registrable Securities and the sole or lead managing
      underwriter, if any, to facilitate the timely preparation and delivery of
      certificates not bearing any restrictive legends representing the Registrable
      Securities to be sold, and cause such Registrable Securities to be issued in
      such denominations and registered in such names in accordance with the
      underwriting agreement prior to any sale of Registrable Securities to the
      underwriters or, if not an Underwritten Offering, in accordance with the
      instructions of the selling Holders of Registrable Securities at least three
      (3)
      business days prior to any sale of Registrable Securities;




-14-




(q)           if
      requested by the sole or lead managing underwriter or any selling Holder of
      Registrable Securities, immediately incorporate in a prospectus supplement,
      Issuer Free Writing Prospectus or post-effective amendment such information
      concerning such Holder of Registrable Securities, the underwriters or the
      intended method of distribution as the sole or lead managing underwriter or
      the
      selling Holder of Registrable Securities reasonably requests to be included
      therein and as is appropriate in the reasonable judgment of the MLP, including,
      without limitation, information with respect to the number of shares of the
      Registrable Securities being sold to the underwriters, the purchase price being
      paid therefor by such underwriters and with respect to any other terms of the
      Underwritten Offering of the Registrable Securities to be sold in such offering;
      make all required filings of such Prospectus supplement, Issuer Free Writing
      Prospectus or post-effective amendment as soon as notified of the matters to
      be
      incorporated in such Prospectus supplement, Issuer Free Writing Prospectus
      or
      post-effective amendment; and supplement or make amendments to any Registration
      Statement if requested by the sole or lead managing underwriter of such
      Registrable Securities; and




(r)           use
      its best efforts to take all other steps necessary to expedite or facilitate
      the
      registration and disposition of the Registrable Securities contemplated
      hereby.




**3.2           Seller
      Information.**




The
      MLP
      may require each selling Holder of Registrable Securities as to which any
      registration is being effected to furnish to the MLP such information regarding
      such Holder, such Holder’s Registrable Securities and such Holder’s intended
      method of disposition as the MLP may from time to time reasonably request in
      writing; provided that such information shall be requested and used only in
      connection with such registration.




If
      any
      Registration Statement or comparable statement under blue sky laws refers to
      any
      Holder by name or otherwise as the Holder of any securities of the MLP, then
      such Holder shall have the right to require (i) the insertion therein of
      language, in form and substance satisfactory to such Holder and the MLP, to
      the
      effect that the holding by such Holder of such securities is not to be construed
      as a recommendation by such Holder of the investment quality of the MLP’s
      securities covered thereby and that such holding does not imply that such Holder
      will assist in meeting any future financial requirements of the MLP, and
      (ii) in the event that such reference to such Holder by name or otherwise
      is not in the judgment of the MLP, as advised by counsel, required by the
      Securities Act or any similar federal statute or any state blue sky or
      securities law then in force, the deletion of the reference to such
      Holder.




**3.3           Notice
      to Discontinue.**




Each
      holder of Registrable Securities agrees that, upon receipt of any notice from
      the MLP of the happening of any event of the kind described in
Section3.1(f) through (vii), such Holder shall
      forthwith discontinue disposition of Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such Holder’s
      receipt of the copies of the supplemented or amended prospectus contemplated
      by
Section3.1(f) and, if so directed by the MLP, such Holder
      shall deliver to the MLP (at the MLP’s expense) all copies, other than permanent
      file copies, then in such Holder’s possession of the Prospectus or any Issuer
      Free Writing Prospectus covering such Registrable Securities which is current
      at
      the time of receipt of such notice.  If the MLP shall give any such
      notice, the MLP shall extend the period during which such Registration Statement
      shall be maintained effective pursuant to this Agreement (including, without
      limitation, the period referred to in Section3.1(b)) by the
      number of days during the period from and including the date of the giving
      of
      such notice pursuant to Section3.1(f) to and including the
      date when the Holder shall have received the copies of the supplemented or
      amended prospectus contemplated by and meeting the requirements of
Section3.1(f).




-15-




**ARTICLE
      4**




**REGISTRATION
      EXPENSES**




All
      reasonable expenses incident to the MLP’s performance of or compliance with this
      Agreement, including, but not limited to, (i) all registration, filing and
      listing fees of the National Association of Securities Dealers, Inc.;
      (ii) all registration, filing, qualification and other fees and expenses of
      complying with securities or blue sky laws; (iii) all word processing,
      duplicating, printing, messenger and delivery expenses; (iv) the reasonable
      fees and disbursements of counsel for the MLP and of its independent registered
      public accountants, including, without limitation, the expenses of any “comfort
      letters” required by or incident to such performance and compliance;
      (v) any reasonable fees and disbursements of underwriters customarily paid
      by issuers or sellers of securities (but excluding underwriting discounts and
      commissions and transfer taxes, if any, relating to securities being sold by
      any
      Holder or that are otherwise not being sold or disposed of by the MLP),
      including, without limitation, reasonable fees and disbursements of counsel
      for
      the underwriter(s) in connection with blue sky qualifications of the Registrable
      Securities and determination of their eligibility for investment under the
      laws
      of such jurisdictions; and (vi) reasonable fees and expenses of other
      Persons retained or employed by the MLP (all such expenses being herein called
      “*Registration Expenses*”), shall be borne by the
      MLP.  In addition, the MLP shall pay its internal expenses (including,
      but not limited to, all salaries and expenses of any officers and employees
      of
      the Partnership Group performing legal or accounting duties), the expense of
      any
      annual audit or quarterly review, the expense of any insurance obtained by
      the
      MLP against liabilities arising out of the public offering of the Registrable
      Securities being registered and the expenses and fees for listing the securities
      to be registered on each securities exchange.




**ARTICLE
      5**




**FREE
      WRITING PROSPECTUS**




Each
      Holder executing this Agreement represents that it has not prepared or had
      prepared on its behalf or used or referred to, and agrees that it will not
      prepare or have prepared on its behalf or use or refer to, any Free Writing
      Prospectus, and has not distributed and will not distribute any written
      materials in connection with the offer or sale of the Registrable Securities
      without the prior express written consent of the MLP and, in connection with
      any
      Underwritten Offering, the underwriters.  Any such Free Writing
      Prospectus consented to by the MLP and the underwriters, as the case may be,
      is
      hereinafter referred to as a “*Permitted Free Writing
      Prospectus*.”  The MLP represents and agrees that it has
      treated and will treat, as the case may be, each Permitted Free Writing
      Prospectus as an Issuer Free Writing Prospectus, including in respect of timely
      filing with the Commission, legending and record keeping.




-16-




**ARTICLE
      6**




**INDEMNIFICATION**




**6.1           Indemnification
      by the MLP.**




The
      MLP
      agrees to indemnify and hold harmless, to the fullest extent permitted by law,
      each Holder of Registrable Securities, its officers, directors, partners,
      members, shareholders, employees, Affiliates and agents (collectively,
“*Agents*”) and each Person who controls such Holder (within the
      meaning of the Securities Act) and its Agents with respect to each registration
      which has been effected pursuant to this Agreement, against any and all losses,
      claims, damages or liabilities, joint or several, actions or proceedings
      (whether commenced or threatened) in respect thereof, and expenses (as incurred
      or suffered and including, but not limited to, any and all expenses incurred
      in
      investigating, preparing or defending any litigation or proceeding, whether
      commenced or threatened, and the reasonable fees, disbursements and other
      charges of legal counsel) in respect thereof (collectively,
“*Claims*”), insofar as such Claims arise out of or are based upon
      any untrue or alleged untrue statement of a material fact contained in any
      Registration Statement, Prospectus (including any preliminary, final or summary
      prospectus), any Issuer Free Writing Prospectus and any amendment or supplement
      to the foregoing related to any such registration or any omission or alleged
      omission to state a material fact required to be stated therein or necessary
      to
      make the statements therein not misleading, or any violation by the MLP of
      the
      Securities Act, the Exchange Act, any state securities laws or any rule or
      regulation under the foregoing applicable to the MLP and relating to action
      or
      inaction required of the MLP in connection with any such registration, or any
      qualification or compliance incident thereto; provided, however, that the MLP
      will not be liable in any such case to the extent that any such Claims arise
      out
      of or are based upon any untrue statement or alleged untrue statement of a
      material fact or omission or alleged omission of a material fact so made in
      reliance upon and in conformity with written information furnished to the MLP
      in
      an instrument duly executed by such Holder specifically stating that it was
      expressly for use therein.  The MLP shall also indemnify any
      underwriters of the Registrable Securities, their Agents and each Person who
      controls any such underwriter (within the meaning of the Securities Act) to
      the
      same extent as provided above with respect to the indemnification of the Holders
      of Registrable Securities.  Such indemnity shall remain in full force
      and effect regardless of any investigation made by or on behalf of any Person
      who may be entitled to indemnification pursuant to this
Section6.1 and shall survive the transfer of securities by
      such Holder or underwriter.




**6.2           Indemnification
      by Holders.**




Each
      Holder, if Registrable Securities held by it are included in the securities
      as
      to which a registration is being effected, agrees to, severally and not jointly,
      indemnify and hold harmless, to the fullest extent permitted by law, the MLP,
      the General Partner, the Board and their respective officers, each other Person
      who participates as an underwriter in the offering or sale of




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such
      securities and its Agents and each Person who controls the MLP or any such
      underwriter (within the meaning of either Section 15 of the Securities Act
      or Section 20 of the Exchange Act) and its Agents against any and all
      Claims, insofar as such Claims arise out of or are based upon (i) any
      untrue or alleged untrue statement of a material fact contained in any
      Registration Statement or Prospectus (including any preliminary, final or
      summary prospectus), any Issuer Free Writing Prospectus and any amendment or
      supplement to the foregoing related to such registration, or any omission or
      alleged omission to state therein a material fact required to be stated therein
      or necessary to make the statements therein not misleading, to the extent,
      but
      only to the extent, that such untrue statement or alleged untrue statement
      or
      omission or alleged omission was made in reliance upon and in conformity with
      written information furnished to the MLP in an instrument duly executed by
      such
      Holder specifically stating that it was expressly for use therein and
      (ii) any Free Writing Prospectus used by such Holder without the prior
      written consent of the Holder; provided, however, that the aggregate amount
      which any such Holder shall be required to pay pursuant to this
Section6.2 shall in no event be greater than the amount of
      the net proceeds received by such Holder upon the sale of the Registrable
      Securities pursuant to the Registration Statement giving rise to such Claims
      less all amounts previously paid by such Holder with respect to any such
      Claims.  Such indemnity shall remain in full force and effect
      regardless of any investigation made by or on behalf of such indemnified party
      and shall survive the transfer of such securities by such Holder or
      underwriter.




**6.3           Conduct
      of Indemnification Proceedings.**




Promptly
      after receipt by an indemnified party of notice of any Claim or the commencement
      of any action or proceeding involving a Claim under this Article 6, such
      indemnified party shall, if a claim in respect thereof is to be made against
      the
      indemnifying party pursuant to Article 6, (i) notify the
      indemnifying party in writing of the Claim or the commencement of such action
      or
      proceeding; provided, that the failure of any indemnified party to provide
      such
      notice shall not relieve the indemnifying party of its obligations under this
      Article 6, except to the extent the indemnifying party is materially and
      actually prejudiced thereby and shall not relieve the indemnifying party from
      any liability which it may have to any indemnified party otherwise than under
      this Article 6, and (ii) permit such indemnifying party to assume
      the defense of such claim with counsel reasonably satisfactory to the
      indemnified party; provided, however, that any indemnified party shall have
      the
      right to employ separate counsel and to participate in the defense of such
      claim, but the fees and expenses of such counsel shall be at the expense of
      such
      indemnified party unless (A) the indemnifying party has agreed in writing
      to pay such fees and expenses, (B) the indemnifying party shall have failed
      to assume the defense of such claim and employ counsel reasonably satisfactory
      to such indemnified party within ten (10) days after receiving notice from
      such
      indemnified party that the indemnified party believes it has failed to do so,
      (C) in the reasonable judgment of any such indemnified party, based upon
      advice of counsel, a conflict of interest may exist between such indemnified
      party and the indemnifying party with respect to such claims (in which case,
      if
      the indemnified party notifies the indemnifying party in writing that it elects
      to employ separate counsel at the expense of the indemnifying party, the
      indemnifying party shall not have the right to assume the defense of such claim
      on behalf of such indemnified party) or (D) such indemnified party is a
      defendant in an action or proceeding which is also brought against the
      indemnifying party and reasonably shall have concluded that there may be one
      or
      more legal defenses available to such indemnified party which are not available
      to the indemnifying party.




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No
      indemnifying party shall be liable for any settlement of any such claim or
      action effected without its written consent, which consent shall not be
      unreasonably withheld.  In addition, without the consent of the
      indemnified party (which consent shall not be unreasonably withheld), no
      indemnifying party shall be permitted to consent to entry of any judgment with
      respect to, or to the effect the settlement or compromise of any pending or
      threatened action or claim in respect of which indemnification or contribution
      may be sought hereunder (whether or not the indemnified party is an actual
      or
      potential party to such action or claim), unless such settlement, compromise
      or
      judgment (1) includes an unconditional release of the indemnified party
      from all liability arising out of such action or claim, (2) does not
      include a statement as to or an admission of fault, culpability or a failure
      to
      act, by or on behalf of any indemnified party, and (3) does not provide for
      any action on the part of any party other than the payment of money damages
      which is to be paid in full by the indemnifying party.




**6.4           Contribution.**




If
      the
      indemnification provided for in Sections6.1 or 6.2
      from the indemnifying party for any reason is unavailable to (other than by
      reason of exceptions provided therein), or is insufficient to hold harmless,
      an
      indemnified party hereunder in respect of any Claim, then the 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 Claim
      in
      such proportion as is appropriate to reflect the relative fault of the
      indemnifying party, on the one hand, and the indemnified party, on the other
      hand, in connection with the actions which resulted in such Claim, as well
      as
      any other relevant equitable considerations.  The relative fault of
      such indemnifying party and indemnified party shall be determined by reference
      to, among other things, whether any action in question, including any untrue
      or
      alleged untrue statement of a material fact or omission or alleged omission
      to
      state a material fact, has been made by, or relates to information supplied
      by,
      such indemnifying party or indemnified party, and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      action.  If, however, the foregoing allocation is not permitted by
      applicable law, then each indemnifying party shall contribute to the amount
      paid
      or payable by such indemnified party in such proportion as is appropriate to
      reflect not only such relative faults but also the relative benefits of the
      indemnifying party and the indemnified party as well as any other relevant
      equitable considerations.




The
      parties hereto agree that it would
      not be just and equitable if contribution pursuant to this
Section6.4 were determined by *pro rata* allocation
      or by any other method of allocation which does not take into account the
      equitable considerations referred to in the immediately preceding
      paragraph.  The amount paid or payable by a party as a result of any
      Claim referred to in the immediately preceding paragraph shall be deemed to
      include, subject to the limitations set forth in Section6.3,
      any legal or other fees, costs or expenses reasonably incurred by such party
      in
      connection with any investigation or proceeding.  Notwithstanding
      anything in this Section6.4 to the contrary, no indemnifying
      party (other than the MLP) shall be required pursuant to this
Section6.4 to contribute any amount in excess of the net
      proceeds received by such indemnifying party from the sale of the Registrable
      Securities pursuant to the Registration Statement giving rise to such Claims,
      less all amounts previously paid by such indemnifying party with respect to
      such
      Claims.  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 was not guilty of such fraudulent
      misrepresentation.




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**6.5           Other
      Indemnification.**




Indemnification
      similar to that specified in the preceding Sections6.1 and
6.2 (with appropriate modifications) shall be given by
      the MLP and each
      selling Holder of Registrable Securities with respect to any required
      registration or other qualification of securities under any Federal or state
      law
      or regulation of any governmental authority, other than the Securities
      Act.  The indemnity agreements contained herein shall be in addition
      to any other rights to indemnification or contribution which any indemnified
      party may have pursuant to law or contract.




**6.6           Indemnification
      Payments.**




The
      indemnification and contribution required by this Article 6 shall be made
      by periodic payments of the amount thereof during the course of any
      investigation or defense, as and when bills are received or any expense, loss,
      damage or liability is incurred.




**6.7**           **Survivability.**
      The obligations of the Company and Holders under this Article 6 shall survive
      the completion of any offering of Registrable Securities and the termination
      of
      this Agreement for any reason.




**6.8           Conflicting
      Provisions.**




Notwithstanding
      the foregoing, to the extent that the provisions on indemnification and
      contribution contained in the underwriting agreement entered into in connection
      with an underwritten offering are in conflict with the foregoing provisions,
      the
      provisions in the underwriting agreement shall control.




**ARTICLE
      7**




**COMPLIANCE
      WITH RULE 144**




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 MLP agrees to use its commercially reasonable efforts
      to:




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




(c)           provide
      a written statement as to the MLP’s compliance with clauses (a) and (b) above to
      Holders reasonably requesting such statement in connection with such Holders’
sale of Registrable Securities to the public without registration.




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**ARTICLE
      8**




**MISCELLANEOUS**




**8.1           Notices.**




All
      notices and other communications provided for or permitted hereunder shall
      be
      deemed to be sufficient if contained in a written instrument and shall be deemed
      to have been duly given when delivered in person, by telecopy, by facsimile,
      by
      nationally-recognized overnight courier, or by first class registered or
      certified mail, postage prepaid, addressed to such party at the address set
      forth below or such other address as may hereafter be designated in writing
      by
      the addressee as follows:




(i)
            if
                to the MLP, to:









Legacy
                Reserves LP




303
                W. Wall, Suite 1600




Midland,
                Texas  79701




Attention:  Chief
                Executive Officer




Fax
                Number:  (432) 686-8318









With
                a copy to:









Andrews
                Kurth LLP




600
                Travis Street, Suite 4200




Houston,
                Texas  77002




Attention:  Gislar
                Donnenberg




Fax
                Number:  (713) 238-7167




(ii)
            If
                to Nielson, to the address of Nielson set forth in the records of
                the
                MLP.




(iii)
            If
                to any subsequent Holder, to the address of such Person set forth
                in the
                records of the MLP.




All
      such
      notices, requests, consents and other communications shall be deemed to have
      been delivered (a) in the case of personal delivery or delivery by telecopy
      or facsimile, on the date of such delivery, (b) in the case of a
      nationally-recognized overnight courier, on the next Business Day and
      (c) in the case of mailing, on the third Business Day following such
      mailing if sent by certified mail, return receipt requested.




**8.2           Assignment
      of Rights.**




Nielson
      may transfer and assign all or a portion of its rights hereunder to any (i)
      of
      its partners, members, shareholders or other Affiliates, or (ii) any Immediate
      Family Member of the foregoing who shall acquire at least 10% of the Registrable
      Securities held by the assigning Holder, to which Nielson transfers its
      ownership of all or any of its Registrable Securities and any such partner,
      member, shareholder or other Affiliate or Immediate Family Member may further
      transfer and assign all or a portion of its rights hereunder to any of its
      partners, members, shareholders or other Affiliates or Immediate Family Members
      to whom it transfers its




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ownership
      of all or any of its Registrable Securities (collectively, the “*Permitted
      Transferees*”); provided, that no such assignment shall be binding upon
      or obligate the MLP to any such Permitted Transferee unless and until the MLP
      shall have received notice of such assignment and a written agreement of such
      Permitted Transferee to be bound by the provisions of this
      Agreement.  Except as provided above, no Holder may transfer and
      assign all or any portion of its rights hereunder to any Person without the
      prior written consent of the MLP that shall not be unreasonably
      withheld.  In no event shall the MLP be required to file a
      post-effective amendment to a Registration Statement for the benefit of such
      transferee(s) or assignee(s) unless the MLP agrees to do so and such Permitted
      Transferee or other successor agrees in writing that it will pay all of the
      additional Registration Expenses incurred by the MLP in connection with filing
      a
      post-effective amendment to a Registration Statement or a new Registration
      Statement for the benefit of such transferee(s) or assignee(s).




**8.3           Limitation
      of Rights.**




This
      Agreement shall not be construed to vest any rights under this Agreement to
      any
      individual or entity other than the Holders and their Permitted
      Transferees.




**8.4           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 MLP or any successor or assign of
      the
      MLP (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,
      recapitalizations and the like occurring after the date of this
      Agreement.




**8.5           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 seek 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.




**8.6           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.




**8.7           Headings.**




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




-22-




**8.8           Governing
      Law.**




The
      laws of the State of Texas shall govern this Agreement without regard to
      principles of conflict of laws.




**8.9           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.




**8.10           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. This Agreement supersedes all prior
      agreements and understandings between the Parties with respect to such subject
      matter.




**8.11           Amendment.**




This
      Agreement may be amended only by means of a written amendment signed by all
      Parties to this Agreement.




**8.12           No
      Presumption.**




In
      the event 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.




*[Signature
      page follows]*




-23-








IN
      WITNESS WHEREOF, the undersigned have executed and delivered this Agreement
      as
      of the date first above set forth.




**NIELSON
&
ASSOCIATES,
              INC.**By:
            /s/ Thomas
              FitzsimmonsThomas
              FitzsimmonsExecutive
              Vice President and
              Chief Operating Officer


**LEGACY
              RESERVES GP, LLC**By:
            /s/ Steven
              H. PruettSteven
              H. PruettPresident,
              Chief Financial Officer and Secretary


**LEGACY
                RESERVES LP**
              
              By:  Legacy Reserves GP, LLC, its general
                partnerBy:
            /s/ Steven
              H. PruettSteven
              H. PruettPresident,
              Chief Financial Officer and Secretary


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