Execution
Copy








PARTNERSHIP
INTERESTS PURCHASE AGREEMENT




by
and among




MILLENNIUM
MIDSTREAM PARTNERS, L.P.,




the
OWNERS OF THE PARTNERSHIP INTERESTS OF MILLENNIUM MIDSTREAM PARTNERS,
L.P.,




and




EAGLE
ROCK ENERGY PARTNERS, L.P.









Dated
as of September 11, 2008





TABLE
OF CONTENTS
 
 PageARTICLEI.DEFINITIONSANDRULES OF
      CONSTRUCTION
                                            11.1.
                                            Definitions.
                                            11.2.
                                            Rules of
      Construction.
                                            10ARTICLE
      II.PURCHASEANDSALE;
      CLOSING
                                            112.1.
                                            Purchase andSaleof
      Interests.
                                            112.2.
                                            Consideration at
      Closing.
                                            112.3.
                                            Adjustments to Cash
      Payment.
                                            122.4.
                                            Post-Closing
      Adjustments.
                                            132.5.
                                            Hurricane Repair
      Obligations.
                                            162.6.
                                            The
      Closing.
                                            16ARTICLE
      III.REPRESENTATIONSANDWARRANTIES RELATING
      TO SELLERS
                                            173.1.
                                            Organization of
      Certain Sellers.
                                            173.2.
                                            Authorization;
      Enforceability.
                                            173.3.
                                            No Conflict;
      Consents.
                                            173.4.
                                            Ownership of
      Interests.
                                            173.5.
                                            Litigation.
                                            183.6.
                                            Solvency.
                                            183.7.
                                            Payment of
      Taxes.
                                            183.8.
                                            Securities
      Representations.
                                            183.9.
                                            Disclaimer of
      Additional and Implied Warranties.
                                            19ARTICLE
      IV.REPRESENTATIONSANDWARRANTIES RELATED TO
      MMP
                                            194.1.
                                            Organization of
      MMP.
                                            194.2.
                                            No Conflict;
      Consents.
                                            204.3.
                                            Capitalization.
                                            204.4.
                                            Litigation.
                                            214.5.
                                            Financial Statements;
      Internal Controls; Undisclosed Liabilities.
                                            214.6.
                                            Taxes.
                                            224.7.
                                            No Undisclosed
      Liabilities.
                                            224.8.
                                            Absence of Certain
      Changes.
                                            224.9.
                                            Contracts.
                                            244.10.
                                            Intellectual
      Property.
                                            254.11.
                                            Employee Benefit
      Plans.
                                            254.12.
                                            Environmental
      Matters.
                                            274.13.
                                            Compliance with Laws;
      Permits.
                                            274.14.
                                            Insurance.
                                            274.15.
                                            Labor Relations;
      Employment Matters.
                                            274.16.
                                            Books and
      Records.
                                            28
  i
  TABLE
OF CONTENTS
 (continued)
 
 Page4.17.
                          Title to Properties
      and Related Matters.
                          284.18.
                          Brokers’
      Fees.
                          294.19.
                          Company
      Guarantees.
                          294.20.
                          No Prepayments under
      Material Contracts.
                          294.21.
                          Pipeline
      Matters.
                          294.22.
                          Insider
      Interests.
                          304.23.
                          FCC
      Licenses.
                          304.24.
                          Pipeline Easements and
      Rights of Way.
                          304.25.
                          Bank Accounts and
      Powers of Attorney.
                          304.26.
                          Investments.
                          304.27.
                          Offerings of
      Securities.
                          314.28.
                          Capital
      Expenditures.
                          314.29.
                          Disclosure.
                          314.30.
                          Disclaimer of
      Additional and Implied Warranties.
                          31ARTICLE
      V.REPRESENTATIONSANDWARRANTIES RELATING
      TO BUYER
                          315.1.
                          Organization of
      Buyer.
                          315.2.
                          Authorization;
      Enforceability.
                          315.3.
                          No Conflict;
      Consents.
                          325.4.
                          SEC Reports and
      Financial Statements.
                          325.5.
                          Litigation.
                          325.6.
                          Brokers’
      Fees.
                          325.7.
                          Financial
      Ability.
                          325.8.
                          Securities Law
      Compliance.
                          335.9.
                          Independent
      Investigation.
                          33ARTICLE
      VI.COVENANTS
                          346.1.
                          Conduct of
      Business.
                          346.2.
                          Access.
                          356.3.
                          Third Party
      Approvals.
                          366.4.
                          Regulatory
      Filings.
                          366.5.
                          Employee and Benefit
      Matters.
                          376.6.
                          Books and
      Records.
                          406.7.
                          Permits.
                          406.8.
                          Director and Officer
      Indemnification.
                          406.9.
                          Company
      Guaranties.
                          416.10.
                          Acquisition
      Proposals.
                          416.11.
                          Nonsolicitation.
                          416.12.
                          Sellers’Representative.
                          426.13.
                          Financial
      Statements.
                          426.14.
                          Termination of
      Agreements.
                          436.15.
                          Updating Disclosure
      Schedules.
                          436.16.
                          Rule 144
      Reporting.
                          43
  ii
  TABLE
OF CONTENTS
 (continued)
 
 Page6.17.
                                      Distributions.
                                      446.18.
                                      Delivery of Payoff
      Letters and Lien Releases.
                                      446.19.
                                      Buyer Unit
      Distributions.
                                      44ARTICLEVII.TAX MATTERS
                                      447.1.
                                      Responsibility for
      Filing Tax Returns and Paying Taxes.
                                      447.2.
                                      Responsibility for Tax
      Audits and Contests.
                                      457.3.
                                      Tax
      Refunds.
                                      467.4.
                                      Transfer
      Taxes.
                                      467.5.
                                      Purchase Price
      Allocation.
                                      467.6.
                                      Disputes over Tax
      Provisions.
                                      467.7.
                                      Interim
      Closing.
                                      46ARTICLE
      VIII.CONDITIONS TO CLOSING
                                      478.1.
                                      Conditions to
      Obligations of Buyer.
                                      478.2.
                                      Conditions to the
      Obligations of Sellers.
                                      49ARTICLE
      IX.INDEMNIFICATION
                                      509.1.
                                      Survival.
                                      509.2.
                                      Indemnification.
                                      519.3.
                                      Limitations on
      Liability.
                                      529.4.
                                      Procedures.
                                      539.5.
                                      Waiver of
      Consequential Damages.
                                      569.6.
                                      Damages for Lost
      Profits.
                                      569.7.
                                      Waiver of Other
      Representations.
                                      579.8.
                                      Exclusive
      Remedy.
                                      589.9.
                                      Valuation of Escrow
      Indemnity Claims.
                                      58ARTICLE
      X.TERMINATION
                                      5810.1.
                                      Termination.
                                      5810.2.
                                      Effect of
      Termination.
                                      59ARTICLE
      XI.MISCELLANEOUS
                                      5911.1.
                                      Notices.
                                      5911.2.
                                      Assignment.
                                      6011.3.
                                      Rights of Third
      Parties.
                                      6011.4.
                                      Expenses.
                                      6011.5.
                                      Counterparts.
                                      6011.6.
                                      Entire
      Agreement.
                                      6011.7.
                                      Disclosure
      Schedule.
                                      6111.8.
                                      Amendments.
                                      6111.9.
                                      Publicity.
                                      6111.10.
                                      Severability.
                                      61
  iii
  TABLE
OF CONTENTS
 (continued)
 
 Page11.11.
                  Governing Law;
      Jurisdiction,
                  6111.12.
                  Consent of
      Sellers.
                  62
  iv
  LIST OF
EXHIBITS




Exhibit
      A
                                        List
      of holders of Partnership InterestsExhibit
      B
                                        Capital
      Expenditure ListExhibit
      C
                                        Escrow
      AgreementExhibit
      D
                                        Special
      Indemnity AgreementExhibit
      E
                                        Pro
      Forma Purchase Price AdjustmentsExhibit
      F
                                        Employee
      ReleaseExhibit
      G
                                        Legal
      OpinionExhibit
      H
                                        Marketing
      AgreementExhibit
      I
                                        Noncompetition
      AgreementsExhibit
      J
                                        Transition
      Services
Agreement







LIST OF
SCHEDULES




Schedule
      1.1(a)
                                        Knowledge
      of SellersSchedule
      1.1(b)
                                        Knowledge
      of CompanySchedule
      2.2(a)
                                        Cash
      PaymentSchedule
      2.3(d)
                                        Capital
      ExpendituresSchedule
      3.3
                                        No
      Conflict; Consents (Sellers)Schedule
      3.4
                                        Liens
      on InterestsSchedule
      4.2
                                        No
      Conflict; Consents (Company)Schedule
      4.3(b)
                                        CapitalizationSchedule
      4.4
                                        LitigationSchedule
      4.5
                                        MMP
      Financial StatementsSchedule
      4.6
                                        MMP
      TaxesSchedule
      4.7
                                        Undisclosed
      Liabilities


v




Schedule
      4.8
                                                        Absence
      of Certain ChangesSchedule
      4.9(a)
                                                        Material
      Contracts in EffectSchedule
      4.9(c)
                                                        Enforceability
      of Material ContractsSchedule
      4.10
                                                        Licensed
      SoftwareSchedule
      4.11(a)
                                                        Company
      PlansSchedule
      4.11(b)
                                                        Exceptions
      to Company Plan RepresentationsSchedule
      4.11(d)
                                                        Administaff
      PlansSchedule
      4.12
                                                        Environmental
      MattersSchedule
      4.13(a)
                                                        Compliance
      with LawsSchedule
      4.13(b)
                                                        PermitsSchedule
      4.14
                                                        InsuranceSchedule
      4.15(a)
                                                        Administaff
      EmployeesSchedule
      4.15(c)
                                                        ComplianceSchedule
      4.17(a)
                                                        Title
      to PropertiesSchedule
      4.17(b)
                                                        Pipeline
      EncumbrancesSchedule
      4.17(c)
                                                        Exceptions
      to Title to PropertiesSchedule
      4.19
                                                        Company
      GuaranteesSchedule
      4.21
                                                        Pipeline
      MattersSchedule
      4.22
                                                        Insider
      InterestsSchedule
      4.24
                                                        Pipeline
      Easements and Rights of WaySchedule
      4.25
                                                        Bank
      Accounts


vi


PARTNERSHIP
INTEREST PURCHASE AGREEMENT




THIS
PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”),
is entered into as of September 11, 2008 (“Signing
Date”), by and
among (i) Millennium Midstream Partners, L.P., Delaware limited partnership
(“MMP”); and
(ii) each owner of the Interests as defined below (each, a “Seller”
and collectively, the “Sellers”)
and Eagle Rock Energy Partners, L.P., a Delaware limited partnership (“Buyer”).




RECITALS




WHEREAS,
MMP and certain affiliated companies as more fully described on Exhibit A attached
hereto (the “MMP Affiliated
Companies” and collectively with MMP, the “Company”)
are engaged in the gathering and processing of natural gas;




WHEREAS,
Sellers own all of the issued and outstanding partnership interests, warrants,
registration rights, incentive distribution rights and other similar equity
rights and incidents of ownership of MMP as more fully described on Exhibit A (
collectively, the “MMP
Interests”);




WHEREAS,
MMP owns, directly and indirectly, all of the issued and outstanding equity
interests in the MMP Affiliated Companies (other than Sweeny, as defined below)
as more fully described on Exhibit A attached
hereto (the “MMP Affiliate
Interests”);




WHEREAS,
on the terms and subject to the conditions set forth herein, Sellers desire to
sell to Buyer, and Buyer desires to purchase from Sellers, the MMP Interests and
the portion of the MMP Affiliate Interests owned directly by Sellers
(collectively, the “Interests”);
and




WHEREAS,
the transfer of the Interests shall cause the termination of MMP and the MMP
Affiliated Companies (other than Sweeny) for U.S. federal income tax purposes
and the Buyer shall be treated as acquiring all of the assets of MMP and the MMP
Affiliated Companies (other than Sweeny) for U.S. federal income tax purposes as
described in Situation 2 of Revenue Ruling 99-6, 1999-1 C.B. 432.




NOW,
THEREFORE, in consideration of the premises and mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:




ARTICLE
I.


DEFINITIONS
AND RULES OF CONSTRUCTION




1.1.           Definitions.  As
used herein, the following terms shall have the following meanings:




“Accountants”
has the meaning provided such term in Section
2.4(a)(iii).




“Action”means any action,
appeal, petition, plea, charge, complaint, claim, suit, demand, litigation,
arbitration, mediation, hearing, inquiry, investigation or similar event,
occurrence or proceeding.


-1-





“Administaff”
means  Administaff Companies II, L.P.




“Administaff
Employee” means a co-employee of the Company and Administaff who provides
services to the Company pursuant to a contractual relationship among the
employee, the Company and Administaff.




“Administaff
Plan” means any Plan sponsored, maintained, contributed to, or required
to be contributed to, by Administaff or an Affiliate of Administaff to provide
compensation or benefits to any current or former Administaff Employee or any
beneficiary or dependent thereof.




“Affiliate”
means, with respect to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with, such
specified Person through one or more intermediaries or otherwise.  For
the purposes of this definition, “control” means, where used with respect to any
Person, the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise, and the terms
“controlling” and “controlled” have correlative meanings.




“Agreement”
has the meaning provided such term in the preamble to this
Agreement.




“Appropriate
Remediation Standard” has the meaning provided such term in Section
9.4(e).




“Arbitration
Panel”has
the meaning provided such term in Section
9.6(c).




“Balance Sheet
Date” means March 31, 2008.




“Basket
Amount” has the meaning provided such term in Section
9.3(b).




“Business
Day” means any day that is not a Saturday, Sunday or legal holiday in the
States of Texas and New York and that is not otherwise a federal holiday in the
United States.




“Buyer” has
the meaning provided such term in the preamble to this Agreement.




“Buyer Indemnified
Parties” has the meaning provided such term in Section
9.2(a).




“Buyer SEC
Reports” has the meaning provided such term in Section
5.4.




“Buyer
Units” has the meaning provided such term in Section  2.2(a)(ii).




“Capital
Expenditure List”  means a list detailing year-to-date and
planned Capital Expenditures of the Company for 2008 as set forth on Exhibit B
hereto.




“Capital
Expenditures” means expenses by the Company to improve, enhance or
increase the value of the property or assets of the Company.




“Cash
Payment” has the meaning provided such term in Section
2.2(a)(i).


-2-


“CERCLA”
means the Federal Comprehensive Environmental Response Compensation and
Liability Act, 42 U.S.C. § 9601 et seq.




“Claim
Notice” has the meaning provided such term in Section
9.4(a).




“Closing”
has the meaning provided such term in Section
2.6.




“Closing
Date” has the meaning provided such term in Section
2.6.  For the avoidance of doubt, the Closing Date shall be
deemed to have occurred at 12:01 a.m. Central Time on the applicable
date.




“COBRA”means
the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.




“Code”
means the Internal Revenue Code of 1986, as amended.




“Common
Units” means common units of limited partnership interest in Buyer, as
such term is defined in Buyer’s partnership agreement and which common units are
listed on the NASDAQ Global Select Market.




“Company”has
the meaning provided such term in the recitals of this Agreement.




“Company
Guaranties” means those guaranties, letters of credit, bonds, sureties
and other forms of credit support or assurances provided by Sellers or their
Affiliates in support of obligations of MMP or the MMP Affiliated
Companies.




“Company
Plan” means any Plan established, maintained, contributed to, or required
to be contributed to by MMP or any of its ERISA Affiliates to provide
compensation or benefits to any current or former employee, co-employee,
independent contractor, officer or director of MMP or any beneficiary or
dependent thereof, or under which MMP or any of its ERISA Affiliates has any
liability; provided, however, that an Administaff Plan shall not be considered
to be a Company Plan.




“Company
Securities” has the meaning provided such term in Section
4.3(b).




“Confidentiality
Agreement” means that certain confidentiality agreement, dated as of June
6, 2008, between Buyer and Sellers.




“Constituents of
Concern” means any substance defined as a hazardous substance, hazardous
waste, hazardous material, pollutant or contaminant by any Environmental Law,
any petroleum hydrocarbon or fraction thereof, friable asbestos, or PCBs, the
handling, storage, treatment or exposure of or to which is regulated under any
Environmental Law.




“Continuing
Employee” has the meaning provided such term in Section
6.5(b).




“Contract”
means any legally binding agreement, commitment, lease, license or contract, but
excluding Plans.


-3-


“Coxon”
means Kevin Coxon, an individual.




“De Minimis
Threshold” has the meaning provided such term in Section
9.3(b).




“Direct
Claim” has the meaning provided such term in Section
9.4(d).




“Disclosure
Schedules” means the schedules attached hereto.




“Dollars”
and “$” mean
the lawful currency of the United States.




“Effective
Time” means 11:59 p.m. Central Time on September 30, 2008.




"Effective Time
Distributable Cash" means, to the extent available on the date of
distribution, the aggregate cash balances of the Company as of the Effective
Time less (i) nominal cash balances necessary to keep bank accounts open or to
not incur additional fees; and (ii) the aggregate amount of cash provided by or
prepaid by customers dedicated to capital improvements requested by such
customers but not spent as of the Effective Time.




“Encumbrance”
means any title defect, mortgage, assignment, pledge, hypothecation, security
interest, title or retention agreement, levy, execution, seizure, attachment,
garnishment, deemed trust, lien, easement, option, right or claim of others, or
charge or encumbrance of any kind whatsoever.




“Environmental
Law” means all applicable Laws of any Governmental Authority relating to
the protection of human health or the environment, including:  (a) all
requirements pertaining to liability for reporting, management, licensing,
permitting, investigation, and remediation of emissions, discharges, releases,
or threatened releases of a Constituent of Concern; and (b) all limitations,
restrictions, conditions, standards, prohibitions, obligations, and timetables
contained therein or in any notice or demand letter to Sellers issued, entered,
promulgated or approved thereunder.  The term “Environmental
Law” includes, without limitation, CERCLA, the Federal Water Pollution
Control Act (which includes the Federal Clean Water Act), the Federal Clean Air
Act, the Federal Solid Waste Disposal Act (which includes the Resource
Conservation and Recovery Act), the Federal Toxic Substances Control Act, and
the Federal Insecticide, Fungicide and Rodenticide Act, each as amended as of
the date hereof, any regulations promulgated pursuant thereto, and any state or
local counterparts.




“Environmental
Permits” means all permits, licenses, authorizations, certificates and
approvals of Governmental Authorities relating to or required by Environmental
Laws and necessary for or held in connection with the conduct of the
business.




“ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.




“ERISA
Affiliate” means each trade or business (whether or not incorporated)
that together with the Company would be deemed to be a “single employer” within
the meaning of Section 4001 of ERISA or Section 414(b), (c), (m) or (o) of the
Code.




“Escrow
Account” means the account maintained by the Escrow Agent and initially
funded with the Escrow Deposit.


-4-


“Escrow
Agent” means Wells Fargo Bank, N.A.




“Escrow
Deposit” has the meaning provided in Section
2.2(c).




“Estimated
Effective Time Net Working Capital” means the estimated Net Working
Capital of the Company as of the Effective Time.




“Estimated Net
Working Capital Adjustment” has the meaning provided such term in Section
2.3(b).




“Final
Calculations” has the meaning provided such term in Section
2.4.




“Final Effective
Time Balance Sheet” means a balance sheet of the Company as of the
Effective Time which shall be prepared in accordance with GAAP, consistently
applied.




“Final Effective
Time Net Working Capital” means the Net Working Capital of the Company as
of the Effective Time as set forth on the Final Effective Time Balance
Sheet.




“GAAP”
means generally accepted accounting principles of the United States,
consistently applied.




“Governmental
Authority” means any federal, state, municipal, local or similar
governmental authority, regulatory or administrative agency, court or arbitral
body.




“HSR Act”
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.




“Hurricane
Damages” has the meaning provided such term in Section
2.5.




“Indebtedness for
Borrowed Money” means all obligations to any Person for borrowed money,
including (a) any obligation to reimburse any bank or other Person in respect of
amounts paid or payable under  any credit agreement or a standby
letter of credit or (b) any guaranty with respect to indebtedness for borrowed
money of another Person.




“Indemnified
Party” has the meaning provided such term in Section
9.4(a).




“Indemnifying
Party” has the meaning provided such term in Section
9.4(a).




“Intellectual
Property” means intellectual property rights, statutory or common Law,
worldwide, including (a) trademarks, service marks, trade dress, slogans, logos
and all goodwill associated therewith, and any applications or registrations for
any of the foregoing; (b) copyrights and any applications or registrations for
any of the foregoing; and (c) patents, all confidential know-how, trade secrets
and similar proprietary rights in confidential inventions, discoveries,
improvements, processes, techniques, devices, methods, patterns, formulae,
specifications, and lists of suppliers, vendors, customers, and
distributors.




“Interests”
has the meaning provided such term in the recitals of this
Agreement.




“IRS” means
Internal Revenue Service of the United States.


-5-


“Knowledge”
(a) as to each Seller (and Sellers), means the actual knowledge of those Persons
listed in Schedule
1.1(a), with respect to each Seller (and Sellers), without requirement of
investigation or inquiry, and (b) as to the Company means the actual knowledge
of those Persons listed in Schedule 1.1(b) after
due investigation with, or inquiry of, the Persons who have direct
responsibility for the matters addressed in the respective representation,
warranty or schedule.




“Law” means
any applicable statute, writ, law, rule, regulation, ordinance, order, judgment,
injunction, award, determination or decree of a Governmental Authority, in each
case as in effect on and as interpreted on the date of this Agreement or on and
as of the Closing Date, as applicable, unless the context otherwise clearly
requires a different date, in which case on and as of such date.




“Lien(s)”
means any charges, pledges, options, mortgages, deeds of trust, hypothecations,
or security interests.




“Losses”
means any liabilities, damages, losses, fines, penalties, fees, charges, costs
and expenses (including reasonable attorneys’ and consultants’ fees and
expenses), as well as with respect to compliance with the requirements of
environmental law, expenses of remediation and any other remedial, removal,
response, abatement, cleanup, investigative, monitoring, or record keeping costs
and expenses.




“Lost
Profits” has the meaning provided such term in Section
9.6(a).




“Material Adverse
Effect” means, with respect to any Person, any circumstance, change or
effect that (a) is materially adverse to the business, operations (including
results of operation), assets, liabilities or financial condition of such Person
or (b) that impedes the ability of such Person to complete the transactions
contemplated herein, but shall exclude any circumstance, change or effect
resulting or arising from: (i) any change in general economic conditions in the
industries or markets in which such Person operates; (ii) seasonal reductions in
revenues and/or earnings of such Person in the ordinary course of its business;
(iii) any adverse change, event or effect on the global energy industry as a
whole, including those impacting energy prices or the value of oil and gas
assets; (iv) national or international political conditions, including any
engagement in hostilities, whether or not pursuant to the declaration of a
national emergency or war, or the occurrence of any military or terrorist
attack; (v) changes in Law, GAAP or the interpretation thereof; (vi) the entry
into or announcement of this Agreement, actions contemplated by this Agreement,
or the consummation of the transactions contemplated hereby; (vii) matters
reflected in the Net Working Capital as of the Closing Date; or (viii) the loss
of any employee of the Company other than O’Shea or Coxon.




“Material
Contracts” has the meaning provided such term in Section
4.9(a).




“MME” means
Millennium Midstream Energy, LLC, a Texas limited liability company and the
predecessor to the Company.




“MMP” has
the meaning provided such term in the recitals of this
Agreement.


-6-


“MMP Affiliated
Company” has the meaning provided such term in the recitals of this
Agreement.




“MMP Affiliate
Interests” has the meaning provided such term in the recitals of this
Agreement.




“MMP Financial
Statements” has the meaning provided such term in Section
4.5.




“MMP
Interests” has the meaning provided such term in the recitals of this
Agreement.




“Net Working
Capital” means, as of any given date, an amount (which may be positive or
negative) equal to the total cash (other than the Effective Time Distributable
Cash which actually gets distributed) and accounts receivable of the Company as
of such date minus (i) the total accounts payable of the Company as of such date
and (ii) current or long term liabilities associated with cash from customers
dedicated to capital improvements requested by such customers, in each case
determined net of minority interests and in accordance with GAAP and without
giving effect to the transactions contemplated hereby under "Net Working
Capital."




“Non-Retained
Employee” has the meaning provided such term in Section
6.5(a).




“O’Shea”
means John O’Shea, an individual.




“Objection
Notice” has the meaning provided such term in Section
2.4(a)(ii).




“Order” means any order, judgment,
injunction, edict, decree, ruling, pronouncement, determination, decision,
opinion, sentence, subpoena, writ or award issued, made, entered or rendered by
any court, administrative agency or other Governmental Authority or by any
arbitrator.




“Organizational
Documents” means any charter, certificate of incorporation or formation,
articles of association, partnership agreements, limited liability company
agreements, bylaws, operating agreement or similar formation or governing
documents and instruments.




“Parties”
means Sellers, MMP and Buyer.




“Permits”
means authorizations, licenses, permits or certificates issued by Governmental
Authorities; provided,
right-of-way agreements and similar approvals are not included in the definition
of Permits.




“Permitted
Liens” means (a) Liens for Taxes being contested in good faith by
appropriate proceedings or not yet delinquent, (b) statutory Liens (including
materialmen’s, warehousemen’s, mechanic’s, repairmen’s, landlord’s, and other
similar Liens) arising in the ordinary course of business securing payments
being contested in good faith by appropriate proceedings or not yet delinquent,
(c) the rights of lessors and lessees under leases, and the rights of third
parties under any agreement, executed in the ordinary course of business, (d)
the rights of licensors and licensees under licenses executed in the ordinary
course of business, (e) restrictive covenants, easements and defects,
imperfections or irregularities of title or Liens, if any, as would not
reasonably be expected to result in a Material Adverse Effect on the Company,
(f) purchase money Liens and Liens securing rental payments under capital lease
arrangements, (g) preferential purchase rights and other similar arrangements
with respect to which consents or waivers are obtained for this transaction or
as to which the time for asserting such rights has expired at the Closing Date
without an exercise of such rights, (h) restrictions on transfer with respect to
which consents or waivers are obtained for this transaction, (i) Liens entered
into in the ordinary course of business that do not secure the payment of
Indebtedness for Borrowed Money and that do not result in a Material Adverse
Effect on the ability of the Company to conduct its business, (j) Liens
referenced in the Disclosure Schedules, (k) Liens created by Buyer, or its
successors and assigns, (l) mortgages or security interests incurred in
connection with the purchase of property or assets after the Balance Sheet Date
(such mortgages and security interests being limited to the property or assets
so acquired), with respect to which no default (or event which, with notice or
lapse of time or both, would constitute a default) exists,(m) all rights to
consent by, required notice to, filings with, or other actions by Governmental
Authorities in connection with the sale or conveyance of the Company if the same
are customarily obtained, given, or made subsequent to similar sales or
conveyances in Texas, (n) all easements, rights-of-way, servitudes, permits,
licenses, surface leases, and other rights to use the surface (in addition to
the real property interests) affecting or pertaining, but not included in, the
Company that do not interfere materially with the ownership, operation, value,
or use of the Company, and (o) the rights reserved to, vested in, or imposed by
any Governmental Authority to control, regulate, or monitor the Company in any
manner, and all applicable Laws.


-7-


“Person”
means any individual, firm, corporation, partnership, limited liability company,
incorporated or unincorporated association, joint venture, joint stock company,
Governmental Authority or other entity of any kind.




“Plan”
means any plan, program, policy, practice, agreement or other arrangement
providing compensation or benefits in any form, whether written or unwritten,
formal or informal, including (i) any “employee welfare benefit plan” within the
meaning of Section 3(1) of ERISA (“Employee Welfare
Benefit Plan”), (ii) any “employee pension benefit plan” within the
meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA),
or (iii) any other pension, profit sharing, bonus, incentive compensation,
deferred compensation, vacation, sick, or other paid leave, stock purchase,
stock option, phantom equity, equity compensation, severance, employment,
consulting, unemployment, hospitalization or other medical, life or other
insurance, long or short-term disability, change of control, fringe benefit or
any other similar plan, program or policy.




“Post-Effective
Time Taxes” means federal income Taxes owed by the Sellers based on the
operation of the Company after the Effective Time through the Closing Date,
which is calculated by multiplying (i) the taxable net income generated by the
Company for the period beginning on the Effective Time and ending on the Closing
Date, by (ii) the excess of the highest marginal U.S. federal income Tax rate
for individuals over the long-term capital gains rate for
individuals.




“Pre-Closing Tax
Period” means any Tax period (or a portion thereof) ending on or before
the Closing Date.


-8-


“Proceeding”
means any action, suit, litigation, arbitration, lawsuit, claim, proceeding
(including any civil, criminal, administrative, investigative or appellate
proceeding and any informal proceeding), prosecution, contests, hearing,
inquiry, inquest, audit, examination, investigation, challenge, controversy or
dispute commenced, brought, conducted or heard by or before, or otherwise
involving, any Governmental Authority or any arbitrator.




“Purchase
Price” means the Cash Payment, as adjusted pursuant to Section 2.3, plus
4,152,249 Buyer Units.




“Reasonable
Efforts” means efforts in accordance with reasonable commercial practice
and without the incurrence of material expense.




“Representatives”
means a Person’s directors, officers, employees, agents or advisors (including,
without limitation, attorneys, accountants, consultants, bankers, financial
advisors and any representatives of those advisors).




“Retained
Compliance Matters” means (i) any potential compliance issues disclosed
on Schedule
4.15(c), (ii) any liability related to the Letter Agreements described in
Section 6.5(j);
(iii) any vacation pay liability not disclosed to Buyer as provided in Section 6.5(g); (iv)
any liability related to any Company Plans; and (v) any liability related to
transaction bonuses in excess of the limit provided in Section
2.3(f).




“Retained
Environmental Obligations” means those environmental matters related to
permitting described on Schedule 4.12, as may
be updated pursuant to Section
6.15.




“Retained
Hurricane Repair Obligations” has the meaning provided for in Section
2.5.




“Retained
Litigation” means the pending or threatened litigation matters disclosed
on Schedule
4.4, as may be updated pursuant to Section
6.15.




“SEC” means
the Securities and Exchange Commission.




“Securities
Act” means the Securities Act of 1933, as amended.




“Sellers”
has the meaning provided such term in the preamble to this
Agreement.




“Seller
Indemnified Parties” has the meaning provided such term in Section
9.2(e).




“Sellers’
Representative” has the meaning provided to such term in Section
6.12.




“Special Indemnity
Agreement” has the meaning provided for such term in Section
2.2(c).




“Straddle
Period” has the meaning provided such term in Section
7.1.




“Subsidiary”
means, with respect to any Person, (a) any corporation, of which a majority of
the total voting power of shares of stock entitled (without regard to the
occurrence of any contingency) to vote generally in the election of directors
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof or (b) any limited liability company, partnership, association or other
business entity, of which a majority of the partnership or other similar
ownership interests thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a
combination thereof.  For purposes of this definition, a Person or
Persons will be deemed to have a majority ownership interest in a limited
liability company, partnership, association or other business entity if such
Person or Persons will be allocated a majority of limited liability company,
partnership, association or other business entity gains or losses, or is or
controls the managing member or general partner of such limited liability
company, partnership, association or other business entity.


-9-


“Sweeny”  means
Sweeny Gathering, L.P., a Texas limited partnership.




“Target Net
Working Capital” means $-0-.




“Tax”or“Taxes”
means all taxes, assessments, charges, duties, fees, levies, imposts or other
similar charges imposed by a Governmental Authority, including all income,
franchise, profits, margins, capital gains, capital stock, transfer, gross
receipts, sales, use, transfer, service, occupation, ad valorem, real or
personal property, excise, severance, windfall profits, customs, premium, stamp,
license, payroll, employment, social security, unemployment, disability,
environmental, alternative minimum, add-on, value-added, withholding and other
taxes, assessments, charges, duties, fees, levies, imposts or other similar
charges of any kind, and all estimated taxes, deficiency assessments, additions
to tax, penalties and interest, whether disputed or otherwise, and including any
obligation to indemnify or otherwise assume or succeed to the liability for
Taxes of any other person whether or not shown as due or payable on any Tax
Return.




“Tax
Returns” means any report, return, election, document, estimated tax
filing, declaration, claim for refund, information returns, or other filing with
respect to any Taxes provided to any Governmental Authority including any
schedules or attachments thereto and any amendment thereof.




“Third Party
Claim” has the meaning provided such term in Section
9.4(a).




“United
States” means United States of America.




“WARN”
means the Worker Adjustment and Retraining Notification Act.




1.2.           Rules of
Construction.




(a)           All
article, section, schedule and exhibit references used in this Agreement are to
articles and sections of, and schedules and exhibits to, this Agreement unless
otherwise specified.  The schedules and exhibits attached to this
Agreement constitute a part of this Agreement and are incorporated herein for
all purposes.




(b)           If
a term is defined as one part of speech (such as a noun), it shall have a
corresponding meaning when used as another part of speech (such as a
verb).  Terms defined in the singular have the corresponding meanings
in the plural, and vice versa.


-10-


(c)           Unless
the context of this Agreement clearly requires otherwise, words importing the
masculine gender shall include the feminine and neutral genders and vice
versa.  The term “includes” or “including” shall mean “including
without limitation.”  The words “hereof,” “hereto,” “hereby,”
“herein,” “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular section or
article in which such words appear.




(d)           With
respect to Sellers or the Company the term “ordinary course of business”
will be deemed to refer to the ordinary conduct of the business in a manner
consistent with the past practices and customs of Sellers or the
Company.




(e)           The
Parties acknowledge that each Party and its attorney have reviewed this
Agreement and that any rule of construction to the effect that any ambiguities
are to be resolved against the drafting Party, or any similar rule operating
against the drafter of an agreement, shall not be applicable to the construction
or interpretation of this Agreement.




(f)           The
captions in this Agreement are for convenience only and shall not be considered
a part of or affect the construction or interpretation of any provision of this
Agreement.




(g)           All
references to currency herein shall be to, and all payments required hereunder
shall be paid in, Dollars.




(h)           All
accounting terms used herein and not expressly defined herein shall have the
meanings given to them under GAAP.




ARTICLE
II.


PURCHASE
AND SALE; CLOSING




2.1.           Purchase and Sale ofInterests.  At
the Closing, upon the terms and subject to the conditions set forth in this
Agreement, Sellers shall sell, assign, transfer and convey to Buyer, and Buyer
shall purchase and acquire from Sellers, the Interests, free and clear of any
Liens other than transfer restrictions imposed thereon by applicable securities
Laws.




2.2.           Consideration at
Closing.  At the Closing, upon the terms and subject to the
conditions set forth in this Agreement, Buyer shall pay and/or deliver, in the
manner set forth below, the following consideration:




(a)           Purchase
Price.  The purchase price shall be paid as
follows:




(i)           Cash
Payment.  Buyer
shall pay to Sellers$181,000,000 (the “Cash
Payment”), as adjusted pursuant to the various
adjustments described inSection
2.3below, by wire
transfer of immediately available funds to the accounts designated by Sellers
and in the proportional amount per Seller as set forth inSchedule
2.2(a). of which
$180,400,000 will be delivered to Sellers at Closing and $600,000 will be
delivered to the Escrow Agent, on behalf of Sellers, pursuant toSection
2.2(c).


-11-




(ii)          Buyer
Units.  Buyer shall deliver to
Sellers 4,000,000 whole Common Units (the “Buyer
Units”), of which 2,181,818 Buyer Units will be
delivered to Sellers at Closing and 1,818,182 Buyer Units will be delivered to
the Escrow Agent, on behalf of Sellers, pursuant toSection
2.2(c).




(b)           Payment
of Indebtedness for Borrowed Money.  Buyer will undertake to
wire transfer of immediately available funds to the holders of the Indebtedness
for Borrowed Money the amounts set forth in payoff letters and instructions
provided by such holders; provided,
however, that the Parties agree that the letters of credit in support of
the P5 obligation will remain in effect at Closing until such time as the Buyer
can replace such letters of credit.




(c)           Escrow
Deposit.  At
Closing, the parties will deliver (i) 1,818,182 Buyer Units and (ii) $600,000 to
the Escrow Agent (the “Escrow
Deposit”), which will be available to (i) satisfy
certain amounts owed by Sellers to Buyer under this Agreement in accordance withArticle
IXof this Agreement,
the adjustments set forth inSection
2.4of this Agreement,
and the escrow agreement attached asExhibit
C, and (ii) satisfy
certain amounts owed by Sellers to Buyer pursuant to the special indemnity
agreement attached asExhibit
D(the “Special Indemnity
Agreement”).   The Parties agree to treat
the Sellers as the owners of the Escrow Deposit for federal Tax
purposes.




2.3.           Adjustments toCash
Payment.  At the Closing, the Cash Payment shall be adjusted,
prior to being paid to Sellers pursuant to Section 2.2(a), as
follows:




(a)           Indebtedness
for Borrowed Money.  The Cash Payment will be reduced by an
amount equal to the Indebtedness for Borrowed Money of the Company to be paid
off by Buyer as of the Closing Date in accordance with Section
2.2(b) above.




(b)           Estimated
Net Working Capital Adjustment.  At least five (5)
Business Days prior to the Closing Date, not including the Closing Date, Sellers
shall prepare and deliver to Buyer their written calculations of the Estimated
Net Working Capital Adjustment (including the Estimated Effective Time Net
Working Capital).  If the Estimated Effective Time Net Working Capital
is less than the Target Net Working Capital, then the Cash Payment will be
reduced dollar-for-dollar by such difference.  If the Estimated
Effective Time Net Working Capital is greater than the Target Net Working
Capital, then the Cash Payment will be increased dollar-for-dollar by an amount
equal to such excess.  Such decrease or increase, if any, in the Cash
Payment is hereinafter referred to as the “Estimated
Net Working Capital Adjustment.”




(c)           Estimated
Cash Settlements. At least five (5) Business Days prior to the Closing
Date, not including the Closing Date, Sellers shall prepare and deliver to Buyer
an estimate of all current assets and liabilities having post-Closing cash
settlements within the prospective 12-month period but excluded from the
determination of Net Working Capital as indicated on Exhibit
E.  The Cash Payment paid at Closing shall be increased or
decreased, as the case may be, by the net amount of such
estimate.


-12-




(d)           Capital
Expenditures.  The Cash Payment paid at Closing shall be
increased by the amount of all Capital Expenditures described on Schedule
2.3(d), or which have been approved in advance by Buyer and are
attributable to the Company, paid by or on behalf of Sellers or the Company in
the ordinary course through the Effective Time.




(e)           Special
Reduction in Cash Payment.  Sellers and the Company shall
settle, terminate or unwind all natural gas, ethane and crude oil calls, puts,
swaps and other commodity or interest rate hedges of the Company between the
date hereof and Closing.  The Cash Payment shall be reduced by an
amount equal to all net costs and expenses arising out of or related to
settling, terminating or unwinding all natural gas, ethane and crude oil calls,
puts, swaps and other commodity or interest rate hedges of the Company during
the period after the Effective Time and prior to the Closing Date.  If
the Sellers and the Company fail to settle, terminate or unwind the commodity or
interest rate hedges, and Buyer chooses to waive its condition to closing
provided in Section
8.1(q), then the Cash Payment shall be reduced by an amount equal to the
net cost to settle, terminate or unwind the commodity or interest rate hedges as
of the Closing.




(f)           Bonuses.  The
Cash Payment will be reduced by the aggregate amount of transaction bonuses,
change in control payments, incentive payments, “stay bonuses,” or similar
payments payable to certain employees of the Company in connection with this
transaction or as provided in Section
6.5(j), as reflected on Exhibit
E, the amount and payment terms and conditions of which, the identities
of the payees, and the amount payable to each such payee, and such other
information as the Buyer may reasonably request, will be communicated by the
Company to the Buyer at least five (5) Business Days prior to the Closing
Date.  The total amount paid to employees under this Section
2.3(f) shall not exceed $900,000.




(g)           Vacation
Pay.  The Cash Payment will be reduced by the aggregate amount
of vacation pay and paid time off payable to employees of the Company under the
Company’s standard employment policies, which amounts shall be as provided in
the schedule submitted to Buyer pursuant to Section
6.5(g).




(h)           D&O
Insurance Policy Run-off Premium.  The Cash Payment will be
reduced by an amount equal to the cost of the premium paid by the Company
pursuant to Section
6.8 to purchase run-off coverage under the Company’s current Director and
Officer Insurance Policy for six years.




By way of
example, Exhibit
E is a representative calculation as of the Balance Sheet Date of the
Cash Payment as adjusted by each of the foregoing.  The Parties agree
to use the same methodology in determining the adjustments to the Cash Payment
as of the Effective Time.




2.4.           Post-ClosingAdjustments.


-13-


(a)           Final Net Working
Capital.




(i)           As
soon as reasonably practicable following the Closing Date, and in any event
within ninety (90) days thereafter, Buyer shall prepare and deliver to Sellers a
Final Effective Time Balance Sheet and a calculation of the Final Effective Time
Net Working Capital using the same methodology set forth on Exhibit E (the “Final
Calculations”).




(ii)          The
Sellers shall have the right to review and verify the Final Effective Time
Balance Sheet and the Final Calculations.  Buyer shall provide Sellers
and their Representatives reasonable access to the records and employees of the
Company and shall cause the employees of the Company to cooperate in all
reasonable respects with the Sellers in connection with their review of such
work papers and other documents and information relating to the Final
Calculations as the Sellers shall reasonably request and that are available to
the Buyer and the Company or their independent public
accountants.  If, within forty-five (45) days after Sellers’ receipt
of the Final Calculations, Sellers shall not have given written notice to Buyer
of objection thereto, then Sellers shall be deemed to have accepted the Final
Calculations, which shall then be final, binding and conclusive for all purposes
hereunder.  In the event that Sellers give written notice of any
objection to the Final Effective Time Balance Sheet or the Final Calculations
(an “Objection
Notice”) within such forty-five (45) day period, then Sellers and Buyer
will use all commercially reasonable efforts to resolve the disputed matter(s)
within the thirty (30) day period following the delivery of such Objection
Notice.




(iii)         If,
at the end of the thirty (30) day resolution period, the Parties are unable to
resolve any disagreement between them with respect to the preparation of the
Final Calculations, then each Party shall deliver simultaneously to BDO Seidman,
LLP (or if such firm is unwilling or unable to serve, another nationally
recognized accounting firm mutually agreed on by the Parties; the accounting
firm ultimately chosen, the “Accountants”)
the Objection Notice and such work papers and other reports and information
relating to the disputed matter(s) as the Accountants may request and shall be
afforded the opportunity to discuss the disputed matter(s) with the
Accountants.  The Accountants shall have thirty (30) days to carry out
a review and prepare a written statement of its determination regarding the
disputed matter(s) (including a statement regarding the Accountants’
determination of the prevailing Party in any such disputed matter) which
determination shall be final and binding upon the Parties.  Any fees
and expenses of the Accountants incurred in resolving the disputed matter(s)
shall be borne as determined by the Accountants.




(iv)         Subject
to the netting provisions of Section 2.4(e), if
the Final Effective Time Net Working Capital is less than the Estimated
Effective Time Net Working Capital, then the Parties shall direct that such
difference be immediately disbursed from the Escrow Account to
Buyer.  Subject to the netting provisions of Section 2.4(e), if
the Final Effective Time Net Working Capital is greater than the Estimated
Effective Time Net Working Capital, Buyer shall promptly pay such excess to
Sellers in cash by wire transfer of immediately available funds to the accounts
designated by Sellers.


-14-




(b)           Collection
of Accounts Receivable.  From and after the Closing, Buyer
shall undertake to collect all accounts receivable listed on the Estimated
Effective Time Net Working Capital in the ordinary course of business consistent
with the Company’s past practices.  As soon as reasonably practicable
following the Closing Date, and in any event within ninety (90) days thereafter,
Buyer shall prepare and deliver to Sellers (simultaneously with the delivery of
the Final Calculations) a schedule setting forth adjustments to the Purchase
Price for the failure by the Company to collect in full any accounts receivable
included in the calculation of the Final Effective Time Net Working
Capital.  Subject to the netting provisions of Section
2.4(e), within three (3) Business Days of the delivery by Buyer of such
schedule to Sellers, the Parties shall direct that any such adjustment payable
by Sellers pursuant to this Section
2.4(b) be immediately disbursed from the Escrow Account to
Buyer.  After the adjustment set forth in the immediately preceding
sentence, the Buyer will continue to collect such accounts receivable in the
ordinary course of business consistent with the Company’s past practices, and to
the extent that the Company receives payment denoted as specifically on account
of any such receivable, Buyer hereby agrees to promptly pay the amount collected
to Sellers in cash by wire transfer of immediately available
funds.  Any disputes between the Parties with respect to the
adjustment in this Section
2.4(b) shall be handled with the same dispute resolution procedure set
forth in Section
2.4(a)(iii).




(c)           Post-Closing
Cash Settlements. As soon as reasonably practicable following the Closing
Date, and in any event within ninety (90) days thereafter, Buyer shall prepare
and deliver to Sellers (simultaneously with the delivery of the Final
Calculations) a schedule setting forth adjustments to the Purchase Price for
current assets and liabilities having post-Closing cash settlements within the
prospective 12-month period but excluded from the determination of Net Working
Capital as indicated on Exhibit
E.  Subject to the netting provisions of Section
2.4(e), if the final post-Closing cash settlements described above are
greater than the estimated post-Closing cash settlements made pursuant to Section
2.3(c), the Parties shall direct that the amount of such excess be
immediately disbursed from the Escrow Account to Buyer.  Subject to
the netting provisions of Section
2.4(e), if the final post-Closing cash settlements described above are
less than the estimated post-Closing cash settlements made pursuant to Section
2.3(c), Buyer shall promptly pay such difference to Sellers in cash by
wire transfer of immediately available funds.  Any disputes between
the Parties with respect to such adjustment shall be handled with the same
dispute resolution procedure set forth in Section
2.4(a)(iii).




(d)           Federal
Income Tax Adjustment.  As soon as reasonably practicable
following the Closing Date, and in any event within ninety (90) days thereafter,
Buyer shall prepare and deliver to Sellers a schedule setting forth adjustments
to the Purchase Price for Post-Effective Time Taxes.  Subject to the
netting provisions of Section
2.4(e), within three (3) Business Days of the delivery by Sellers of such
schedule to Buyer, Buyer shall promptly pay such difference to Sellers in cash
by wire transfer of immediately available funds.  Any disputes between
the Parties with respect to such adjustment shall be handled with the same
dispute resolution procedure set forth in Section
2.4(a)(iii).


-15-




(e)           Settlement.  In
performing the post-Closing adjustments in this Section
2.4, the Parties agree to use the same methodology in determining the
final adjustments to the Purchase Price as used in Exhibit
E and in the estimates at Closing pursuant to Section
2.3.  In the event that an adjustment pursuant to this Section
2.4 requires that the Parties direct a disbursement of the Escrow Deposit
to the Buyer, then for purposes of valuing the Buyer Units to be disbursed from
the Escrow Deposit, such Buyer Units shall be valued at $13.75 per
share.  Once all price adjustments under this Sections
2.4 have been finally determined, the Parties shall discharge their
obligations to pay through netting of such adjustments, in which case the Party
or Parties (as applicable) owing the greater aggregate amount in respect of such
adjustments shall pay to the other Party or Parties (as applicable) the net
amount owed; provided that if such payment is due from the Sellers, such payment
shall come from the Escrow Account.




2.5.           Hurricane Repair
Obligations.  The Parties acknowledge that certain assets of
the Company, including the Yscloskey and Terrebonne plants, incurred damages
caused by Hurricane Gustav in 2008 (“Hurricane
Damages”).  The Parties agree that the actual cost to required
to repair any such Hurricane Damages, as set forth in an appropriate
“authorization for expenditure” delivered to the Company by the operator of such
assets, will be considered a “Retained
Hurricane Repair Obligation” for purposes of this Agreement and shall be
governed by the indemnification provisions set forth in Article IX hereof and
shall be excluded from the adjustments to the Purchase Price as described in
Section
2.3.  Furthermore, the Parties agree that Buyer, from and after
Closing,  shall promptly pay all repair expenses attributable to the
Company for Hurricane Damages as set forth in an appropriate “authorization for
expenditure” delivered to the Company by the operator of such
assets.  Buyer may, thereafter, make claims against the Escrow Deposit
in accordance with the provisions set forth in Article IX hereof for
the amount of such Hurricane Damages.  If the amount of such claims
exceeds, either individually or in the aggregate, the cash portion of the Escrow
Deposit, Buyer may, at its sole election, either (i) retain any and all
insurance proceeds recoverable from or on account of such Hurricane Damages or
(ii) satisfy the balance of such claim with Buyer Units held in the Escrow
Deposit valued as described in Article
IX.  In the event Buyer makes an election under (ii) above, all
insurance proceeds recoverable from or on account of such Hurricane Damages
shall be delivered to the Escrow Agent and shall become part of the Escrow
Deposit as governed by Article IX and the
Escrow Agreement, as applicable.  Notwithstanding the forgoing, all
business interruption insurance proceeds paid or payable to the Company
recoverable from or on account of such Hurricane Damages for the period prior to
the Effective Time shall be remitted by the Company to the Sellers’
Representative, for distribution to the Sellers.  All business
interruption insurance proceeds paid or payable to the Company recoverable from
or on account of such Hurricane Damages for the period after the Effective Time
shall be retained by the Company and / or Buyer in Buyer’s sole
discretion.  Buyer shall use its Reasonable Efforts to collect any and
all property  and business interruption insurance.




2.6.           The
Closing.  The closing of the transactions contemplated by this
Agreement (the “Closing”)
shall take place at the offices of Locke Lord Bissell and Liddell, 601 Poydras,
Suite 2660, New Orleans, LA  70130, commencing on the third (3rd)
Business Day following the satisfaction or waiver of all conditions to the
obligations of the Parties set forth in Article VIII or such
other date as Buyer and Sellers may mutually determine (the date on which the
Closing occurs is referred to herein as the “Closing
Date”); provided
that in no event shall the Closing take place prior to October 1,
2008.


-16-


ARTICLE
III.


REPRESENTATIONS
AND WARRANTIES RELATING TO SELLERS




Except as
disclosed in the Disclosure Schedules, each Seller hereby represents and
warrants as to itself, but not as to any other Seller, to Buyer as
follows:




3.1.           Organization of Certain
Sellers.  Seller is duly organized, validly existing, and in
good standing under the Laws of the jurisdiction of its incorporation (or other
formation).




3.2.           Authorization;
Enforceability.  Seller has full capacity, power and authority
(including full corporate or other entity power and authority) to execute and
deliver this Agreement and to perform his, her, or its obligations
hereunder.  This Agreement has been duly and validly executed and
delivered by Seller, and this Agreement constitutes a valid and binding
obligation of Seller, enforceable against Seller in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar Laws affecting creditors’ rights
generally and subject, as to enforceability, to general principles of equity. If
such Seller is an individual, the Interests sold by such Seller are not subject
to any spousal rights or similar restrictions or such Seller’s spouse has
executed this Agreement, evidencing such spouse’s consent to the execution,
delivery and performance of this Agreement by such Seller and such spouse, as
applicable.




3.3.           No Conflict;
Consents.  The execution and delivery of this Agreement by
Seller and the consummation of the transactions contemplated hereby by Seller do
not and shall not:




(a)           violate
any Law applicable to Seller or require any filing with, consent, approval or
authorization of, or notice to, any Governmental Authority;




(b)           if
Seller is an entity, violate any Organizational Document of Seller;
or




(c)           except
as set forth on Schedule
3.3, require any filing with or permit, consent or approval of, or the
giving of any notice to, any Person.




3.4.           Ownership of
Interests.




(a)           Except
as set forth on Schedule
3.4, Seller holds of record and owns beneficially such Interests set
forth next to its name in Exhibit
A, free and clear of all Liens (other than restrictions under the
Securities Act and state securities Laws).  As of the Closing Date,
the Interests of Seller will be free and clear of all Liens.




(b)           Seller
is not a party to any option, warrant, purchase right, or other contract or
commitment (other than this Agreement) that could require Seller to sell,
transfer, or otherwise dispose of Seller’s Interests.  As of the
Closing Date, Seller will not be a party to any voting trust, proxy, or other
agreement or understanding with respect to the voting of Seller’s
Interests.


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3.5.           Litigation.  As
of the date of this Agreement (a) there are no lawsuits or actions before any
Governmental Authority pending or, to the Knowledge of Seller, threatened in
writing against Seller that would reasonably be expected to have a Material
Adverse Effect on the ability of Seller to perform his, her, or its obligations
under this Agreement, (b) there are no orders or unsatisfied judgments from any
Governmental Authority binding upon Seller that would reasonably be expected to
have a Material Adverse Effect on the ability of Seller to perform his, her, or
its obligations under this Agreement.




3.6.           Solvency.  Any
Seller which is an entity is now, and will be at Closing, solvent and will not
be rendered insolvent by any of transactions described hereunder.




3.7.           Payment of
Taxes.  As of the date of the Agreement, each Seller has paid
or has accrued for all Taxes associated with the ownership by such Seller of the
Interests sold hereunder.




3.8.           Securities
Representations.




(a)           Each
Seller is acquiring the Buyer Units for his or its own account and not with a
view to, or for offer of resale in connection with, a distribution thereof,
within the meaning of the Securities Act.  In acquiring the Buyer
Units, such Seller is not offering or selling, and will not offer or sell, for
himself or itself in connection with any distribution of the Buyer Units, and
such Seller does not have a participation in and will not participate in any
such undertaking or in any underwriting of such an undertaking except in
compliance with applicable federal and state securities laws.




(b)           Each
Seller is an “accredited investor” as such term is defined under Regulation D
promulgated under the Securities Act.  Additionally, each Seller
acknowledges that he or it is able to fend for himself or itself, can bear the
economic risk of his or its investment in the Buyer Units, and has such
knowledge and experience in financial and business matters similar to the
transaction described herein such that he or it is capable of evaluating the
merits and risks of an investment in the Buyer Units.




(c)           Further,
each Seller understands that such Buyer Units will not have been registered
pursuant to the Securities Act or any applicable state securities laws, that the
Buyer Units, when issued, will be characterized as "restricted securities" under
federal securities laws, and that under such laws and applicable regulations the
Buyer Units cannot be sold or otherwise disposed of without registration under
the Securities Act or an exemption therefrom.  Each such Seller
represents that he or it is familiar with Rule 144 promulgated under the
Securities Act, as currently in effect, and understands the resale limitations
imposed thereby and by the Securities Act.  Stop transfer instructions
may be issued to the transfer agent for securities of the Buyer (or a notation
may be made in the appropriate records of the Buyer) in connection with the
Buyer Units issued hereunder.  It is agreed and understood by such
Seller that, should any certificate be issued representing any of the Buyer
Units, each such certificate shall conspicuously setforth on the face or back
thereof, in addition to any legends required by Law, a legend in substantially
the following form:


-18-


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT TO
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS.  SUCH SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
THEY ARE FIRST REGISTERED PURSUANT TO THAT ACT AND APPLICABLE STATE SECURITIES
LAWS OR UNLESS EAGLE ROCK ENERGY PARTNERS, L.P. RECEIVES A WRITTEN OPINION OF
COUNSEL, WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE CORPORATION, TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.




(d)           Each
Seller represents and acknowledges that Buyer is issuing the Buyer Units
pursuant to an exemption from the registration requirements of the Securities
Act based on the representations provided by Sellers hereunder.




3.9.           Disclaimer of Additional and
Implied Warranties. Sellers are making no representations or warranties,
express or implied, of any nature whatsoever except as specifically set forth in
this Article
III of this Agreement.




ARTICLE
IV.


REPRESENTATIONS
AND WARRANTIES RELATED TO MMP




MMP
hereby represents and warrants to Buyer as follows:




4.1.           Organization of
MMP.




(a)           MMP
is a limited partnership, duly organized, validly existing and in good standing
under the Laws of Delaware and has the requisite organizational power and
authority to own or lease its assets and to conduct its business as it is now
being conducted.  MMP is duly licensed, qualified and in good standing
in each jurisdiction in which the ownership or operation of its assets or the
character of its activities is such as to require it to be so licensed or
qualified, except where the failure to be so licensed or qualified would not
reasonably be expected to have a Material Adverse Effect on
MMP.  Sellers have made available to Buyer true copies of all existing
Organizational Documents of MMP.  MMP GP, LLC, a Delaware limited
liability company is the sole general partner of  MMP.




(b)           Each
of the MMP Affiliated Companies is duly organized, validly existing, and in good
standing under the Laws of the jurisdiction of its incorporation (or other
formation) and has the requisite organizational power and authority (including
full corporate or other entity power and authority) to own or lease its assets
and to conduct its business as it is now being conducted.  Each of the
MMP Affiliated Companies is duly licensed or qualified in each jurisdiction in
which the ownership or operation of its assets or the character of its
activities are such as to require it to be so licensed or qualified,except where
the failure to be so licensed or qualified would not reasonably be expected to
have a Material Adverse Effect on such the MMP Affiliated
Company.  Sellers have made available to Buyer true copies of all
existing Organizational Documents of the MMP Affiliated
Companies.


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4.2.           No Conflict;
Consents.  The execution and delivery of this Agreement by MMP
and the consummation of the transactions contemplated hereby by MMP do not and
shall not:




(a)           violate
any Law applicable to MMP or require any filing with, consent, approval or
authorization of, or notice to, any Governmental Authority;




(b)           violate
any Organizational Document of MMP;




(c)           except
as set forth on Schedule
4.2 and the filing as required by the HSR Act, require any filing with or
permit, consent or approval of, or the giving of any notice to, any Person;
or




(d)           except
as would not reasonably be expected to have a Material Adverse Effect on the
ability of MMP to enter into and perform its obligations under this Agreement,
(i) breach any Material Contract to which MMP or an MMP Affiliated Company is a
party or by which MMP or an MMP Affiliated Company may be bound, (i) result in
the termination of any such Material Contract, (ii) result in the creation of
any Lien under any Material Contract or (iii) constitute an event that, after
notice or lapse of time or both, would result in any such breach, termination or
creation of a Lien.




4.3.           Capitalization.




(a)           The
MMP Interests and MMP Affiliate Interests as shown on Exhibit A constitute all
of the issued and outstanding partnership interests and other incidents of
ownership of MMP and the MMP Affiliated Companies.  The MMP Interests
and the MMP Affiliate Interests are duly authorized, validly issued, fully paid,
nonassessable and are free and clear of any Lien or other limitation or
restriction (including any restriction on the right to vote, sell or otherwise
dispose of such Interests, subject only to applicable securities
Laws).




(b)           Except as set forth onSchedule
4.3(b), there are no
(i) outstanding partnership or membership interests, equity interests or other
securities of MMP or the MMP Affiliated Companies other than the Interests, (ii)
outstanding securities of MMP or the MMP Affiliated Companies convertible into,
exchangeable or exercisable for partnership or membership interests, equity
interests or other securities of such entity, (iii) authorized or outstanding
options, warrants or other rights to purchase or acquire from MMP or the MMP
Affiliated Companies, or obligations of MMP or the MMP Affiliated Companies to
issue, any equity interests or other securities, including securities
convertible into or exchangeable for membership interests or other securities of
such entity, or (iv) authorized or outstanding bonds, debentures, notes or other
indebtedness that entitles the holders to vote (or convertible or exercisable
for or exchangeable into securities that entitle the holders to vote) with
holders of units or interests of MMP or MMP Affiliated Companies on any matter
(the items in clauses (i), (ii), (iii) and (iv) being referred to collectively
as the “Company
Securities”).  There are no
outstanding obligations of MMP or the MMP Affiliated Companies to repurchase,
redeem or otherwise acquire any Company
Securities.


-20-




(c)           Except
as described in Exhibit
A, neither MMP nor any of the MMP Affiliated Companies (i) own, directly
or indirectly, any capital stock, equity interests or other securities of any
Person, or (ii) have any Subsidiaries.




4.4.           Litigation.  Except
as set forth on Schedule 4.4, the
Company is not (a) subject to any outstanding injunction, judgment, order,
decree, ruling, or charge or, (b) a party to any action, suit, proceeding,
hearing, or investigation of, in, or before any court or quasi-judicial or
administrative agency of any federal, state, local, or foreign
jurisdiction.  To the Knowledge of Company, no such action, suit,
proceeding, hearing or investigation has been threatened.




4.5.           Financial
Statements;
Internal Controls; Undisclosed Liabilities.




(a)           Schedule
4.5 sets forth true and complete copies of the following financial
statements (collectively, the “MMP Financial Statements”): (i) the audited
consolidated balance sheet of the Company as of, and for the year ended,
December 31, 2007 and December 31, 2006, together with the related audited
consolidated statements of income, changes in owners’ equity and cash flow for
the period then ended; (ii) the audited consolidated balance sheet of MME as of,
and for the years ended, December 31, 2005 and December 27, 2006, together with
the related audited consolidated statements of income, changes in owners’ equity
and cash flow for the period then ended (excluding MME Pipeline Company, LLC and
CMA Pipeline Partners, LP); and (iii) the unaudited balance sheet of the Company
as of and for the period ended on June 30, 2008, together with the related
unaudited consolidated statements of income, changes in owners’ equity and cash
flow for the period then ended.  The MMP Financial Statements have
been prepared in accordance with GAAP (except as otherwise stated in the
footnotes or the audit opinion related thereto and except for the accrual of
vacation, paid time off and sick pay) and present fairly in accordance with
GAAP, the financial position and the results of operations of the Company as of,
and for the periods ended on, such dates, except for normal year-end adjustments
and the absence of footnotes with respect to the MMP Financial Statements
described in clause (iii).




(b)           The
Company has received no written notice from any Governmental Authority
concerning noncompliance with, or deficiencies in, the Company’s financial
reporting practices.  All material transactions have been properly
recorded in the accounting records underlying the MMP Financial
Statements.   To the Knowledge of the Company, there are no
significant deficiencies, including material weaknesses, in the design or
operation of internal control over the Company’s financial
reporting.  To the Knowledge of the Company, no member of the
Company’s management nor any other employee with a significant role in the
Company’s internal control over financial reporting has committed any act of
fraud having a material effect on the Financial Statements. The Company has not
received or otherwise obtained Knowledge of any complaint, allegation, assertion
or claim, whether written or oral alleging fraud or suspected fraud affecting
the Company.


-21-




(c)           All
liabilities and obligations that are required by GAAP to be reflected or
reserved against in the balance sheet included in Unaudited Financial Statements
have been so reflected or reserved against in such balance sheet.




4.6.           Taxes.  Except
as set forth on Schedule 4.6, (a) all
Tax Returns required to be filed by MMP and the MMP Affiliated Companies have
(and as of the Closing Date will have) been filed and such returns are correct
and complete in all material respects, (b) all Taxes due on such Tax Returns
have been timely paid or adequately reserved against in the Final Effective Time
Balance Sheet, (c) there are no Liens on any of the assets of MMP or the MMP
Affiliated Companies that arose in connection with any failure to pay any Tax
(other than Permitted Liens for Taxes not yet due and payable), (d) there is no
claim or adjustment pending by any Governmental Authority in connection with any
Tax, (e) no Tax Returns are under audit or examination by any Governmental
Authority, (f) there are no agreements or waivers currently in effect that
provide for an extension of time with respect to the filing of any Tax Return or
the assessment or collection of any Tax, (g) no claim has been made by any
Governmental Authority in a jurisdiction where MMP or the MMP Affiliated
Companies do not file a Tax Return that it is or may be subject to taxation in
that jurisdiction, (h) MMP and the MMP Affiliated Companies are not parties to
any Tax allocation or sharing arrangement (i) MMP and Sweeny are treated as
partnerships for federal income tax purposes and have not made an election (nor
will such election be made prior to the Closing Date) to be treated as an
association taxable as a corporation for federal income tax purposes, (j) each
MMP Affiliated Company (other than Sweeny) is “disregarded as an entity separate
from its owner” within the meaning of Treasury Regulation Section 301.7701-3,
and no such entity has made an election (nor will such election be made prior to
the Closing Date) to be treated as an association taxable as a corporation for
federal income tax purposes, (k) Sweeny currently has in effect the election
provided by Code Section 754, and such election was properly made in accordance
with Treasury Regulation Section 1.754-1(b) and will be effective for the
taxable year of Sweeny that includes the Closing Date, (l) no Seller is a
“foreign person” within the meaning of Section 1445 of the Code, (m) neither MMP
nor any of the MMP Affiliated Companies have participated in any “reportable
transaction” within the meaning of Section 1.6011-4 of the Treasury Regulations,
and (n) at least ninety percent (90%) of the gross income earned by MMP and the
MMP Affiliated Companies is “qualifying income” as that term is defined under
Section 7704 of the Code.




4.7.           No Undisclosed
Liabilities.  Except as disclosed on Schedule 4.7, the
Company has no Indebtedness for Borrowed Money, obligation or liability of any
kind (whether accrued, absolute, contingent or otherwise, and whether due or to
become due) that would have been required to be reflected in, reserved against
or otherwise described on the MMP Financial Statements or in the notes thereto
in accordance with GAAP, that (a) is not shown on the MMP Financial Statements
or the notes thereto or (b) was not incurred in the ordinary course of business
since the Balance Sheet Date.




4.8.           Absence of Certain
Changes.  Except as disclosed on Schedule 4.8, from
the Balance Sheet Date until the date of this Agreement, (a) there has not been
any Material Adverse Effect on the Company; (b) the business of the Company has
been conducted, only in the ordinary course; and (c) the Company has not taken
any action to:


-22-


(i)           amend
its Organizational Documents;




(ii)          liquidate,
dissolve, recapitalize or otherwise wind up its business;




(iii)         except
as required by Law or in the ordinary course of business, (A) grant or increase
any bonus, salary, severance, termination or other compensation or benefits or
other enhancement to the terms or conditions of employment to any of its
employees (other than bonuses granted at or prior to the Closing in connection
with the transactions contemplated hereby and paid prior to the Closing as
described in Section
2.3(f)), (B) make any change in its key management structure or (C)
adopt, enter into or amend in any material respect any Plan or any Administaff
Plan;




(iv)        
change its accounting methods, policies or practices, except as required by
applicable Law or GAAP;




(v)          sell,
assign, transfer, lease or otherwise dispose of any material non-current assets
except pursuant to the terms of a Material Contract;




(vi)         make
any Capital Expenditure other than as set forth in the Capital Expenditure List
or on Schedule
2.3(d);




(vii)        incur
any indebtedness outside the ordinary course of business consistent with past
practices of the Company;




(viii)       merge
or consolidate with, or purchase substantially all of the assets or business of,
or equity interests in, or make an investment in any Person (other than
extensions of credit to customers in the ordinary course of
business);




(ix)          issue
or sell any equity interests, notes, bonds or other securities of the Company
(except for intercompany loans from or to Sellers or their Affiliates in the
ordinary course of business), or any option, warrant or right to acquire
same;




(x)           amend
any Tax Return or settle or compromise any federal, state, local or foreign Tax
liability or enter into any agreement or preliminary settlement with any
Governmental Authority concerning Taxes; make any Tax election except elections
consistent with past practices and that are required to be made in connection
with Tax Returns filed for any Pre-Closing Tax Period; file with, or provide to,
any Governmental Authority any waiver extending the statutory period for
assessment or reassessment of Taxes or any other waiver of restrictions on
assessment or collection of any Taxes;




(xi)          make
or commit to make any distributions  to the owners of the Interests;
or


-23-


(xii)        agree,
whether in writing or otherwise, to do any of the foregoing.




4.9.           Contracts.




(a)           Schedule
4.9(a)contains a true
and complete listing of the following Contracts in effect on the date of this
Agreement and to which the Company is a party (each Contract that is required to
be listed onSchedule
4.9(a), being “Material
Contracts”):




(i)           except
for any intercompany indebtedness that will be cancelled prior to Closing, each
Contract for Indebtedness for Borrowed Money, involving an obligation in excess
of $50,000;




(ii)          each
natural gas purchase, sale, transportation, gathering and processing services
Contract; provided that a disclosure under this subsection (a)(ii) shall be
deemed to include all amendments to such contracts to the extent that such
amendments were executed before June 1, 2008;




(iii)         each
Contract involving a remaining commitment by the Company to undertake Capital
Expenditures as described in the Capital Expenditure List or as set forth on
Schedule
2.3(d);




(iv)         each
Contract for lease of personal property or real property involving aggregate
payments in excess of $50,000 in any calendar year ending after the date
hereof;




(v)          each
employment Contract;




(vi)         each
Contract with a service provider that cannot be terminated by the Company upon
thirty (30) days or less notice without payment penalty;




(vii)       
each Contract with Administaff;




(viii)       except
for Contracts of the nature described in clause (ii) above, each Material
Contract between Sellers or a Seller Affiliate on the one hand, and the Company,
on the other hand, that will survive the Closing and that cannot be cancelled by
the Company upon thirty (30) days or less notice without payment
penalty;




(ix)         
each Contract pursuant to which the Company acquired assets or a business as a
going concern;




(x)           each
Contract regarding the construction or operation of assets owned by the Company
in the State of Louisiana;




(xi)          each
Contract that provides for a limit on the ability of the Company to compete in
any line of business or with any person or in any geographic area during any
period of time after Closing; and


-24-


(xii)        except
for Contracts of the nature described in clauses (i) through (vii) above, each
Contract involving aggregate payments by or to the Company in excess of $50,000
in any future calendar year that cannot be terminated by the Company upon 60
days or less notice without payment penalty.




(b)           True
and complete copies of all Material Contracts have been made available to Buyer
other than any Material Contracts that contain confidentiality provisions
prohibiting their disclosure, in which case such material Contracts have been
summarized without violating the confidentiality provisions and a copy of the
summaries thereof has been made available to Buyer.




(c)           Except
as set forth in Schedule
4.9(c), each Material Contract (other than such Material Contracts with
respect to which all performance and payment obligations have been fully
performed or otherwise discharged by all parties thereto prior to the Closing)
(i) is in full force and effect and (ii) represents the legal, valid and binding
obligation of the Company and, to the Knowledge of the Company, represents the
legal, valid and binding obligation of the other parties thereto, in each case
enforceable in accordance with its terms.  Except as set forth in
Schedule
4.9(c), neither the Company nor, to the Knowledge of the Company, any
other party is in material breach of any Material Contract, and neither Sellers
nor the Company has received any written or, to the Knowledge of the Company,
oral notice of termination or breach of any Material Contract.




4.10.         Intellectual
Property.  (a) The
Company owns or has the right to use pursuant to license, sublicense, agreement
or otherwise all items of Intellectual Property required in the operation of the
business of the Company as presently conducted, (b) no third party has asserted
in writing delivered to the Company a claim that the Company is infringing on
the Intellectual Property of such third party and (c) to the Knowledge of the
Company, no third party is infringing on the Intellectual Property owned by the
Company.  Schedule 4.10 sets
forth a list of all software licenses to which the Company is a party and all
Intellectual Property used by the company.




4.11.         Employee Benefit
Plans.




(a)           The
Company has delivered to Buyer true, correct and complete copies of the
following documents with respect to each Company Plan (i) each writing
constituting a part of such Plan (including, but not limited to, the plan
document(s), adoption agreement, prototype or volume submitter documents, trust
agreement, annuity contract, third party administrative contracts and insurance
contracts) and all amendments thereto; (ii) the three most recent Annual Reports
(Form 5500 Series) including all applicable schedules, if required; (iii) the
current summary plan description and any material modifications thereto, if
required to be furnished under ERISA, or any written summary provided to
participants with respect to any Plan for which no summary plan description
exists; (iv) the most recent determination letter (or if applicable, advisory or
opinion letter) from the IRS, if any, or if an application for a determination
letter is pending, the application with all attachments; (v) all notices
received by the Company or any ERISA Affiliate from the IRS, Department of
Labor, Pension Benefit Guaranty Corporation or other governmental agency
relating to such Plan; and (vi) a written description of each oral Plan. Each
Company Plan has been operated and administered in accordance with its
provisions and all applicable Laws.


-25-




(b)
            Except
      as provided in Schedule
      4.11(b):




(i)           no
Company Plan is a “defined benefit plan” (as such term is defined in Section
3(37) of ERISA) or subject to Title IV of ERISA or Section 412 of the Code, and
no Company Plan is a multi-employer plan as defined in Section 3(37) of
ERISA;




(ii)          neither
the Company nor any current or former ERISA Affiliate has, within the past six
years, sponsored, maintained, or contributed to or been obligated to contribute
to any Plan that is subject to Title IV of ERISA or Section 412 of the Code, or
a multiemployer plan as defined in Section 3(37) of ERISA.




(iii)         Buyer’s
purchase of the Interests will not result in any liability to Buyer under Title
IV of ERISA;




(iv)         each
Company Plan that is intended to be “qualified” within the meaning of Section
401(a) of the Code has received a favorable determination letter to the effect
that it is so qualified, has been operated consistent with its terms, and no
circumstances have occurred that could result in such Company Plan no longer
being qualified;




(v)          neither
the Company nor any of its Affiliates has engaged in any prohibited transaction,
within the meaning of Section 4975 of the Code or Section 406 of ERISA, as a
fiduciary or party in interest with respect to any Company Plan or other Plan
which could result in any liability to the Company or its Affiliates, and (i) no
prohibited transaction has occurred with respect to any Company Plan and (ii) no
fiduciary has any liability for breach of fiduciary duty or any other failure to
act or comply in connection with the administration or investment of assets of
any Company Plan;




(vi)         no
Company Plan provides benefits, including death or medical benefits (whether or
not insured), with respect to current or former employees of or other services
providers to the Company (or their family members) beyond their retirement or
other termination of service (other than coverage mandated by COBRA or other
applicable Laws);




(vii)        except
as provided in Section
2.3(f), Section
6.5(f), Section
6.5(g) and Section 6.5(j), the
consummation of the transactions contemplated by this Agreement will not, either
alone or in connection with termination of employment or any other event, (A)
entitle any current or former employee, co-employee, independent contractor,
director or officer of the Company or its Affiliates to any severance payment,
any change in control payment or any other payment or benefits, (B) accelerate
the time of payment or vesting, change the form or method of payment or increase
the amount of compensation due, any such employee, co-employee, independent
contractor, director or officer, or (C) entitle any such employee, co-employee,
independent contractor, director or officer to any gross up or similar payment
in respect of the excise tax described in Section 4999 of the
Code;


-26-


(viii)       there
is no agreement, plan, policy or arrangement covering any current or former
employee, co-employee, independent contractor, director or officer of the
Company or its Affiliates that, individually or collectively, could give rise
directly or indirectly to the payment of any amount that would not be deductible
pursuant to Section 280G or Section 162 of the Code; and




(ix)          the
Company Plans that are subject to Section 409A of the Code have been maintained
in good faith compliance with such section.




(c)           None
of the current or former independent contractors or individual service providers
of the Company or any of its Affiliates could be reclassified as an
employee.  No independent contractor or individual service provider of
the Company or an Affiliate is eligible to participate or is participating in
any Company Plan.




(d)           Schedule
4.11(d) sets forth a true, correct and complete list of each Administaff
Plan.  With respect to each of the Administaff Plans, MMP shall use
Reasonable Efforts to cause Administaff to deliver to Buyer (or to provide to
MMP for delivery to Buyer) a copy of the Plan document and any related trust
agreement and other governing documents, and the current summary plan
descriptions or other participant communications.




4.12.         EnvironmentalMatters.  Except
as set forth on Schedule 4.12 or as
would not reasonably be expected to have a Material Adverse Effect on the
Company:




(a)           The
operations of the Company are in compliance with all Environmental Laws, which
compliance includes the possession and maintenance of, and compliance with, all
material Environmental Permits;




(b)           The
Company is not subject to any outstanding order, judgment or arbitration award
from any Governmental Authority under any Environmental Laws requiring
remediation of any Constituents of Concern or the payment of any material fine
or penalty; and




(c)           The
Company is not subject to any action pending or threatened in writing, whether
judicial or administrative, alleging noncompliance with or potential liability
under any Environmental Law.




The
representations and warranties of this Section 4.12 are the
sole representations and warranties of the Company with respect to environmental
matters.




4.13.         Compliance with Laws;
Permits.  Except as set forth in Schedule 4.13(a), the
Company is in compliance with all applicable Laws in all material
respects.  Notwithstanding any provision in this Section 4.13 (or any
other provision of this Agreement) to the contrary, Section 4.12 shall be
the exclusive representations and warranties with respect to environmental
issues, as well as related matters, and no other representations or warranties
are made with respect to such matters, including without limitation pursuant to
this Section
4.13.




(a)           Except
as set forth in Schedule
4.13(b), the Company possesses all material Permits necessary for it to
own its assets and operate its business as currently conducted.  To
the Knowledge of the Company, (i) all such Permits are in full force and effect
and (ii) there are no lawsuits or other proceedings pending or threatened in
writing before any Governmental Authority that seek the revocation,
cancellation, suspension or adverse modification
thereof.




4.14.         Insurance.  Schedule 4.14
contains a summary description of all material policies of property, fire and
casualty, product liability, workers’ compensation and other insurance held by
or for the benefit of the Company as of the date of this
Agreement.  All policies are in effect, and the Company has not
received any notice of cancellation.




4.15.         Labor Relations; Employment
Matters.




(a)           All
persons employed in connection with the business of the Company are Administaff
Employees.  Schedule
4.15(a) identifies all Administaff Employees by name; identity of the
Company that is the co-employer of the Administaff Employees; position or job
title; initial date of hire; seniority or service credit date if different from
initial date of hire; status (whether active or on leave absence, and if on
leave, the type of leave); and classification as exempt or
non-exempt.  The Company has provided to the Buyer a true, complete,
and accurate list of the compensation of each Administaff Employee by type (base
salary, commission, bonus, and the like).




(b)           The
Company is not:  (i) a party to, bound by, or negotiating any
collective bargaining agreement or other labor union contract, and, to the
Knowledge of Sellers, there are no organizational campaigns, petitions or other
unionization activities with respect to the Administaff Employees or (ii)
subject to any strikes, slowdowns, work stoppages, or other labor controversy
and, to the Knowledge of Sellers, no such actions are
threatened.  There are no unfair labor practice complaints or any
union representation questions or certification petitions involving the Company
or any Administaff Employee pending before the National Labor Relations Board
or, to the Knowledge of Sellers, threatened, and there have been no such
complaints, questions or petitions within the last three (3)
years.


-27-




(c)           Except
as disclosed in Schedule 4.15(c), the Company has (i) complied, and is in
compliance in all material respects, with all Laws (including the common Law)
pertaining to employment and employment practices, including, but not limited to
Laws governing or regarding labor relations, the payment of wages or other
compensation, hours of work and overtime, worker classification,
employment-related immigration and authorization to work in the United States,
employment discrimination and harassment, occupational safety and health,
occupational safety and health, and privacy of health information, and any and
all other Laws governing or pertaining to the terms and conditions of
employment, (ii) timely paid or made provision for payment of, and has properly
accrued for in the financial statements of the Company, all accrued salaries,
wages, commissions, bonuses, and severance pay with respect to any current or
former employee or on account of employment, (iii) timely paid vacation, sick,
and other paid leave with respect to any current or former employee or on
account of employment, (iv) complied with the Older Workers’ Benefit Protection
Act with respect to any waivers of liability under the Age Discrimination in
Employment Act obtained by it in the last 300 days, and (v) not had a “plant
closing” or “mass layoff” as those terms are defined in WARN within the last
four (4) years.  No current or former employee or person claiming to
be or have been an employee of the Company has a right to be recalled,
reinstated, or restored to employment under any agreement, Law, or policy or
practice of the Company.  The Company is not a party to, or otherwise
bound by, any Order or settlement with respect to any current or former
employee, the terms and conditions of employment, or the working conditions of
any employee.  The Company does not have, and is not required by
applicable Law to have, an affirmative action plan.  No Action is
pending nor, to the Knowledge of the Company, is any Action threatened by or on
behalf of any present or former employee, applicant, person claiming to be an
employee, or any classes of the foregoing, alleging or concerning a violation
of, or compliance with, any Law (including the common Law) pertaining to
employment and employment practices, including, but not limited to Laws
governing or regarding labor relations, the payment of wages or other
compensation, hours of work and overtime, worker classification,
employment-related immigration and authorization to work in the United States,
employment discrimination and harassment, occupational safety and health,
occupational safety and health, and privacy of health information (including the
common Law), and there have been no such Actions within the past three (3)
years.  There is no current or, to the Knowledge of Sellers,
threatened Action in which any current or former director, officer, employee or
agent of the Company is or may be entitled to indemnification.




4.16.         Books and
Records.  The books of account, minute books, membership
interest transfer books and other records of the Company, all of which have been
made available to the Buyer, are complete and correct and have been maintained
in accordance with sound business practices and the requirements of Section
13(b)(2) of the Securities Exchange Act of 1934 (regardless of whether or not
the Company is subject to that section), including, but not limited to, the
maintenance of an adequate system of internal controls.  The minute
books of the Company contain accurate and complete records of all meetings held
of and action taken by the members and managers of the Company and no meeting of
such members or of any such managers has been held for which minutes have not
been prepared and are not contained in such minute books.  At the
Closing, all of those books and records will be in the possession of the
Company.




4.17.         Title to Properties and
Related Matters.




(a)           Schedule
4.17(a) describes all real property, leaseholds or other interests in
real property owned by the Company.  The Company has delivered or made
available to the Buyer copies of the deeds and other instruments (as recorded)
by which the Company acquired such real property and interests, and copies of
all title insurance policies, opinions, abstracts and surveys in the possession
of the Company and relating to such property or interests.


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(b)           Except as set forth onSchedule
4.17(b), other than
Permitted Liens, the interests of the Company in and to the Company’s pipeline
assets (the “MMP
Pipeline”) are now, and will be at Closing, free and
clear of all Encumbrances created by, through or under the
Company.




(c)           Except
as described on Schedule
4.17(c), the Company owns, with good and indefeasible title in the case
of real property, and good title with respect to all other assets, subject only
to the Permitted Liens, all the properties and assets (real, personal and mixed,
tangible and intangible) reflected as owned in the books and records of the
Company, including, but not limited to, all the properties and assets reflected
in the balance sheet (except for assets held under capitalized leases disclosed
and personal property sold since the Balance Sheet Date in the ordinary course
of business and consistent with past practice), and all the properties and
assets purchased or otherwise acquired by the Company since the Balance Sheet
Date (except for personal property acquired and sold since the Balance Sheet
Date in the ordinary course of business and consistent with past
practice).  All tangible assets are in good working condition, except
for (i) normal wear and tear, (ii) Hurricane Damages that are covered as a
Retained Hurricane Repair Obligation, and (iii) such assets not in good working
condition which would not cause a Material Adverse Effect.




(d)           All
buildings, plants and structures owned by the Company lie wholly within the
boundaries of the real property owned by the Company and do not encroach upon
the property of, or otherwise conflict with the property rights of, any other
Person.




4.18.         Brokers’
Fees.  No broker, finder, investment banker or other Person is
entitled to any brokerage fee, finders’ fee or other commission in connection
with the transactions contemplated by this Agreement based upon arrangements
made by the Company.




4.19.       
 Company
Guarantees.  Schedule 4.19
contains a complete and accurate list of all Company guarantees necessary to
operate the business and assets of the Company.  The Company has no
Knowledge of any proposed increase to the amount of any Company guarantee upon
the consummation of the transactions contemplated hereby.




4.20.         No Prepayments under
Material Contracts.  The Company has not received payments
prior to the Effective Time from counterparties under any of the Material
Contracts earlier than required under such Material Contracts for services that
will not be performed by the Company prior to the Closing Date, except to the
extent the liability with respect to the provision of such services is reflected
in the Effective Time Balance Sheet.




4.21.         Pipeline
Matters.  Schedule 4.21 sets
forth summary historical throughput data (but only to the extent the Company
possess such throughput data) for the period of January 1, 2006 through June 30,
2008, including volume information.  Since the end of the period
described above there has not been a material change in the throughput
volumes.


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4.22.         Insider
Interests.  Except as disclosed on Schedule 4.22, no
member, manager, partner, director, shareholder, officer, Administaff Employee,
or Affiliate of the Company or any associate thereof is presently, directly or
indirectly, a party to any transaction with the Company, including, without
limitation, any agreement, arrangement, or understanding, written or oral,
providing for the employment of, furnishing of services by, rental of real or
personal property from, or otherwise requiring payments to any such member,
manager, partner, director, shareholder, officer, Administaff Employee,
Affiliate, or associate thereof.  No member, manager, partner,
director, shareholder, officer, Administaff Employee, or Affiliate of the
Company or any associate thereof owns, directly or indirectly, any interest in,
or serves as a director, officer, or Administaff Employee of, any customer,
supplier, or competitor of the Company.  For purposes of this Section 4.22 only, an
"associate" of any member, manager, partner, director, shareholder, officer, or
Administaff Employee means (i) a spouse, parent, sibling, child, mother- or
father-in-law, son- or daughter-in-law, or brother- or sister-in-law of such
member, manager, partner, director, shareholder, officer, or Administaff
Employee or (ii) any corporation, partnership, trust, or other entity in which
such member, manager, partner, director, shareholder, officer, or Administaff
Employee or associate thereof has a substantial ownership or beneficial interest
(other than an interest in a public corporation which does not exceed three
percent of its outstanding securities) or is a director, officer, partner, or
trustee or person holding a similar position.




4.23.         FCC
Licenses.  The Company is not required to carry, hold, or
maintain any license, permit, certificate, approval, franchise, consent, waiver,
registration, or other authorization issued by the Federal Communications
Commission.




4.24.         Pipeline Easements and
Rights of Way.  Except as set forth on Schedule 4.24, the
Company has not received written notice from any third Person and does not have
Knowledge of any deficiency in any easement or right of way with respect to the
entire route of all pipelines owned and used or held for use with respect to any
asset which is a gathering line, processing plant or related
facility.  Since the date of the formation of MMP, other than sales or
assignments to customers, the Company has not sold or assigned any easement or
right of way, in whole or in part, or any undivided interest therein to any
party whatsoever.




4.25.         Bank Accounts and Powers of
Attorney.  Schedule 4.25
includes (i) the name and address of each bank or other financial institution
with which the Company has an account or safe deposit box or vault, the account
and safe deposit box and vault numbers thereof, the purpose of each thereof, and
the names of all persons authorized to draw thereon or to have access thereto,
(ii) the names of all persons authorized to borrow funds on behalf of the
Company and the names and addresses of all entities from which they are
authorized to borrow funds, and (iii) the names of all persons, if any, holding
proxies, powers of attorney, or other like instruments from any
Company.  No such proxies, powers of attorney, or other like
instruments are irrevocable.




4.26.         Investments.  The
temporary cash investments reflected on the balance sheets included in the MMP
Financial Statements and as reflected in the determination of Net Working
Capital of the Company have maturities not more than 12 months from the date of
acquisition by the Company and are held in either the Wells Fargo Money Market
Mutual Fund or in cash in the bank accounts listed on Schedule
4.25.


-30-


4.27.         Offerings of
Securities.  All securities which have been offered or sold by
the Company have been registered pursuant to the Securities Act and applicable
state securities Laws or were offered and sold pursuant to valid exemptions
therefrom.  No registration statement, prospectus, private offering
memorandum, or other information furnished (whether in writing or orally) to any
offeree or purchaser of such securities, at the time such registration statement
became effective (in the case of a registered offering) or at the time of
delivery of such registration statement, prospectus, private offering
memorandum, or other information, contained any untrue statement of a material
fact or omitted to state any material fact required to be stated therein or
necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.  The Company
has no obligation to register any of its securities under the Securities
Act.




4.28.         Capital
Expenditures.  Since January 1, 2008, other than as set forth
in the Capital Expenditure List or on Schedule 2.3(d), the
Company has not incurred or committed to incur any Capital
Expenditures.  Each of the Capital Expenditures List and Schedule 2.3(d) sets
forth in detail which projects have commenced on or prior to the Signing
Date.




4.29.         Disclosure.  No
representation or warranty or other statement made by the Company hereunder or
on any certificates delivered pursuant hereto contains any untrue statement or
omits to state a material fact necessary to make any of them, in light of the
circumstances in which it was made, not misleading.  To the Knowledge
of the Company, there exists no fact that has specific application to the
Company and that may have a Material Adverse Effect on the assets, business,
prospects, financial condition or results of operations of the Company that has
not been set forth in this Agreement or the schedules hereto.




4.30.         Disclaimer of Additional and
Implied Warranties.  The Company is making no representations
or warranties, express or implied, of any nature whatsoever except as
specifically set forth in this Article IV of this
Agreement.




ARTICLE
V.


REPRESENTATIONS
AND WARRANTIES RELATING TO BUYER




Buyer  hereby
represents and warrants to Sellers as follows:




5.1.           Organization of
Buyer.  Buyer is a limited partnership formed, validly existing
and in good standing under the Laws of Delaware.




5.2.           Authorization;
Enforceability.  Buyer has all requisite limited partnership
power and authority to execute and deliver this Agreement and to perform all
obligations to be performed by it hereunder.  The execution and
delivery of this Agreement and the consummation of the transactions contemplated
hereby have been duly and validly authorized and approved by Buyer, and no other
limited partnership proceeding on the part of Buyer is necessary to authorize
this Agreement.  This Agreement has been duly and validly executed and
delivered by Buyer, and this Agreement constitutes a valid and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar Laws affecting creditors’ rights
generally and subject, as to enforceability, to general principles of
equity.


-31-


5.3.           No Conflict;
Consents.  The execution and delivery of this Agreement by
Buyer and the consummation of the transactions contemplated hereby by Buyer do
not and shall not:




(a)           violate
any Law applicable to Buyer or require any filing with, consent, approval or
authorization of, or, notice to, any Governmental Authority;




(b)           violate
any Organizational Document of Buyer; or




(c)           require
any filing with or permit, consent or approval of, or the giving of any notice
to, any Person.




5.4.           SEC Reports and Financial
Statements.  Buyer has filed all required reports, schedules,
forms, statements and other documents required to be filed with the SEC
(collectively, including all exhibits and schedules thereto, the “Buyer SEC
Reports”).  None of the Buyer SEC Reports, as of the respective
dates (and, if amended or superseded by filings prior to the date hereof or the
Closing Date, then on the date of such filing), contained any untrue statement
of a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading; provided, however, that
no representation is made as to the accuracy of any financial projections or
forward-looking statements or the completeness of any information furnished by
Buyer to the SEC solely for the purposes of complying with Regulation FD or
other information furnished by Buyer to the SEC that is not considered “filed”
for purposes of the Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder.  Each of the financial
statements (including the related notes) included within the Buyer SEC Reports
presents fairly, in all material respects, the consolidated financial position
and consolidated results of operations and cash flows of Buyer as of the
respective dates or for the respective periods set forth therein, all in
accordance with GAAP consistently applied during the periods involved except
otherwise noted therein.  All of such Buyer SEC Reports, as of their
respective dates (and as of the date of any amendment to the respective Buyer
SEC Report), complied in all material respects as to form with the applicable
requirements of the Securities Act and the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.




5.5.           Litigation.  As of
the date of this Agreement (a) there are no lawsuits or actions before any
Governmental Authority pending or threatened in writing against Buyer that would
reasonably be expected to have a Material Adverse Effect on the ability of Buyer
to perform its obligations under this Agreement and (b) there are no orders or
unsatisfied judgments from any Governmental Authority binding upon Buyer that
would reasonably be expected to have a Material Adverse Effect on the ability of
Buyer to perform its obligations under this Agreement.




5.6.           Brokers’ Fees.  No
broker, finder, investment banker or other Person is entitled to any brokerage
fee, finders’ fee or other commission in connection with the transactions
contemplated by this Agreement based upon arrangements made by Buyer or any of
its Affiliates.




5.7.           Financial Ability.  Buyer
has, through a combination of cash on hand and funds readily available under
existing lines of credit, funds sufficient to fund the Cash Payment and satisfy
all other costs and expenses arising in connection therewith.


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5.8.           Securities Law
Compliance.  Buyer (a) is acquiring the Interests for its own
account and not with a view to distribution, (b) has sufficient knowledge and
experience in financial and business matters so as to be able to evaluate the
merits and risk of an investment in the Interests and is able financially to
bear the risks thereof, and (c) understands that the Interests will, upon
purchase, be characterized as “restricted securities” under state and federal
securities Laws and that under such Laws and applicable regulations the
Interests may be resold without registration under such Laws only in certain
limited circumstances.




5.9.           Independent
Investigation.  Buyer and its
representatives have undertaken an independent investigation and verification of
the business, operations and financial condition of the
Company.  Except for the representations and warranties made by
Sellers and the Company in this Agreement or in any certificate or written
statement furnished or to be furnished to the Buyer pursuant to this Agreement
or in connection with the transactions contemplated hereby, the Buyer
acknowledges that there are no representations or warranties, express or
implied, as to the condition (financial or otherwise), assets, liabilities,
operations, business or prospects of the Company.


-33-
  ARTICLE
VI.


COVENANTS




6.1.           Conduct of
Business.




(a)           From
the Signing Date through the Closing, Sellers shall cause the Company to operate
its business in the ordinary course and, without limiting the generality or
effect of the foregoing, Sellers will use their Reasonable Efforts to cause the
Company to preserve intact its business and its relationships with customers,
suppliers and others having business relationships with the Company, in each
case in all material respects.




(b)           Without
limiting the generality or effect of Section
6.1(a), prior to the Closing, Sellers shall cause the Company not to, and
Sellers and the Company shall not take any action to:




(i)           amend
its Organizational Documents;




(ii)          liquidate,
dissolve, recapitalize or otherwise wind up its business;




(iii)         except
as required by Law or in the ordinary course of business, (A) grant or increase
any bonus, salary, severance, termination or other compensation or benefits or
other enhancement to the terms or conditions of employment to any of its
Administaff Employees (other than bonuses granted at or prior to the Closing in
connection with the transactions contemplated hereby and paid prior to the
Closing and taken into account in the determination of the Net Working Capital),
(B) make any change in its key management structure or (C) adopt, enter into or
amend in any material respect any Plan or any Administaff Plan;




(iv)        
change its accounting methods, policies or practices, except as required by
applicable Law;




(v)          sell,
assign, transfer, lease or otherwise dispose of any material non-current assets
except pursuant to the terms of a Material Contract;




(vi)         make
any Capital Expenditure other than as set forth in the Capital Expenditure List
or as set forth on Schedule 2.3(d),
other than reasonable capital expenditures in connection with any emergency or
force majeure events affecting the Company;




(vii)        incur
any indebtedness outside the ordinary course of business consistent with past
practices of the Company;




(viii)       merge
or consolidate with, or purchase substantially all of the assets or business of,
or equity interests in, or make an investment in any Person (other than
extensions of credit to customers in the ordinary course of
business);


-34-


(ix)          issue
or sell any equity interests, notes, bonds or other securities of the Company
(except for intercompany loans from or to Sellers or their Affiliates in the
ordinary course of business), or any option, warrant or right to acquire
same;




(x)           amend
any Tax Return or settle or compromise any federal, state, local or foreign Tax
liability or enter into any agreement or preliminary settlement with any
Governmental Authority concerning Taxes; make any Tax election except elections
consistent with past practices and that are required to be made in connection
with Tax Returns filed for any Pre-Closing Tax Period; file with, or provide to,
any Governmental Authority any waiver extending the statutory period for
assessment or reassessment of Taxes or any other waiver of restrictions on
assessment or collection of any Taxes; or




(xi)          agree,
whether in writing or otherwise, to do any of the foregoing.




6.2.           Access.




(a)           From
the Signing Date through the Closing, Sellers shall afford to Buyer and its
authorized Representatives reasonable access, during normal business hours and
in such manner as not to unreasonably interfere with normal operation of the
business, to the properties, books, contracts, records and appropriate officers
and Administaff Employees of the Company and shall furnish such authorized
Representatives with all financial and operating data and other information
concerning the affairs of the Company as Buyer and such Representatives may
reasonably request.  Sellers shall have the right to have a
Representative present at all times during any such inspections, interviews and
examinations.  Additionally, Buyer shall hold in confidence all such
information on the terms and subject to the conditions contained in the
Confidentiality Agreement.  Notwithstanding the foregoing, Buyer shall
have no right of access to, and Sellers shall have no obligation to provide to
Buyer, information relating to (i) bids received from others in connection with
the transactions contemplated by this Agreement (or similar transactions) and
information and analyses (including financial analyses) relating to such bids;
(ii) any information the disclosure of which would jeopardize any privilege
available to the Company or Sellers relating to such information or would cause
the Company or Sellers to breach a confidentiality obligation; or (iii) any
information the disclosure of which would result in a violation of
Law.  Further, Buyer shall have no right to perform or conduct any
environmental sampling or other invasive environmental investigating on or about
any property, real or personal, of the Company, without the prior written
consent of the Company, which consent shall not be unreasonably
withheld.  Buyer and Sellers shall cooperate to ensure that the
provision of access hereunder to Buyer and its authorized Representatives shall
comply in all respects with the FERC’s Standards of Conduct for Transmission
Providers set forth in 18 C.F.R. Part 37, et al.




(b)           The
Company shall grant Buyer and its Representatives access to all Material
Contracts (including all amendments), and will permit Buyer and its
Representatives to make a copy of all such Material Contracts.


-35-




(c)           Buyer
shall indemnify the Seller Indemnified Parties and their Representatives, and
save them harmless, effective as and from the date hereof, from and against any
claims, demands, actions, causes of action, damages, losses, costs, liabilities,
or expenses that they or any of them may suffer or incur, or that may be made or
brought against any of them, as a result of, in respect of, or arising out of
any injury to the person or property of Buyer or its Representatives as a result
of, or in connection with any site visits or inspections of the assets or
properties of any Seller Indemnified Party unless caused by the willful
misconduct or gross negligence of the Company or any Administaff Employee or
other representative of the Company.  THE INDEMNIFICATION PROVISIONS
IN THIS SECTION
6.2 SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE
PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE,
CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING
INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE
PERSON SEEKING INDEMNIFICATION.




6.3.           Third Party
Approvals.  Buyer and the Company shall (and shall each cause
their respective Affiliates to) use Reasonable Efforts to obtain all consents
and approvals of third parties that any of Buyer and the Company or their
respective Affiliates are required to obtain in order to consummate the
transactions contemplated hereby.




6.4.           Regulatory
Filings.




(a)           From
the date of this Agreement until the Closing, the Parties shall, and shall cause
their respective Affiliates to:




(i)           make
or cause to be made the filings required by such Party or any of its Affiliates
under any Laws with respect to the transactions contemplated by this Agreement,
including filings required under the HSR Act, and to pay any fees due of it in
connection with such filings where due;




(ii)         
comply, as promptly as is reasonably practicable, with any requests received by
such Party or any of its Affiliates under the HSR Act and any other Laws for
additional information, documents or other materials;




(iii)         cooperate
with the other Party and furnish all information in such Party’s possession that
is necessary in connection with such other Party’s filings;




(iv)         promptly
inform the other Party of any communication from or to, and any proposed
understanding or agreement with, any Governmental Authority in respect of such
filings;




(v)          consult
and cooperate with the other Party in connection with any analyses, appearances,
presentations, memoranda, briefs, arguments and opinions made or submitted by or
on behalf of any Party in connection with all meetings, actions and proceedings
with Governmental Authorities relating to such filings;


-36-


(vi)        
use Reasonable Efforts to cause the expiration of the notice or waiting periods
under the HSR Act and, if applicable, any other Laws with respect to the
transactions contemplated by this Agreement as promptly as is reasonably
practicable;




(vii)        use
Reasonable Efforts to resolve any objections as may be asserted by any
Governmental Authority with respect to the transactions contemplated by this
Agreement; and




(viii)       use
Reasonable Efforts to contest and resist any action or proceeding instituted (or
threatened in writing to be instituted) by any Governmental Authority
challenging the transactions contemplated by this Agreement as in violation of
any Law.




(b)           If
a Party intends to participate in any meeting with any Governmental Authority
with respect to such filings, it shall give the other Party reasonable prior
notice of such meeting.






(c)           In
connection with any filing under the HSR Act, Buyer and the Sellers agree to
split any filing fee equally.  On the date of filing under the HSR Act
or within two Business Days thereof, Sellers shall wire transfer to Buyer an
amount equal to one half of the required filing fee.




6.5.           Employee and Benefit
Matters.




(a)           Onor before the date that is five
(5) business days prior to the Closing Date, Buyer shall notify Sellers in
writing of the identities of any Administaff Employees that will not be retained
by the Company, Buyer or an Affiliate of Buyer after the Closing Date (“Non-Retained
Employees”).  Sellers shall terminate and
cause Administaff to terminate the employment of all such Non-Retained Employees
on or before the Closing Date.  Any severance payment or other
compensation due to any Non-Retained Employee as a result of such termination of
employment shall be the responsibility and liability of Sellers and included as
a current payable in the Net Working Capital adjustment.  Any Loss
with respect to (i) the Administaff Employees or relating to employment or terms
and conditions of employment of the Administaff Employees arising on or before
the Closing Date, or (ii) under or in connection with the Administaff Plans, any
Contract with Administaff, or the termination such Contract, shall be the sole
responsibility of Sellers, and Sellers shall indemnify and hold harmless Buyer
and its respective Affiliates, including the Company, with respect to any such
Loss.  Any severance payment, other compensation, or Loss resulting
from the termination by Buyer on or after the Closing Date of the employment of
any Administaff Employee not designated by Buyer as a Non-Retained Employee in
accordance with the requirements of thisSection
6.5(a)shall be the
responsibility and liability of Buyer.  Except as otherwise provided
in thisSection
6.5(a), Buyer shall
indemnify and hold harmless Sellers and their respective Affiliates with respect
to all Losses relating to or arising out of Buyer’s designation of Non-Retained
Employees.


-37-




(b)           For a period of at least one year
beginning on the Closing Date and subject to the remaining paragraphs of thisSection
6.5, and an
individual’s continued employment with or co-employment by the Company or Buyer,
Buyer shall provide or cause to be provided to each Administaff Employee who is
actively co-employed by the Company as of the Closing and who has not been
designated by the Buyer as a Non-Retained Employee (a “Continuing
Employee”) with (i) base compensation at a rate
substantially similar to such Continuing Employee’s base compensation rate
immediately prior to the Closing and (ii) benefits substantially similar to the
benefits provided to similarly situated employees of Buyer and its Affiliates.The Parties agree that
the foregoing is not a guarantee of compensation or benefits or continuing
employment or co-employment by Buyer.




(c)           Buyer
shall make Reasonable Efforts to cause each Continuing Employee and such
Continuing Employee’s eligible dependents (including all such dependents covered
immediately prior to the Closing Date by an Administaff Plan that is a group
health plan), to (i) be eligible for coverage under group health, prescription
drug, dental and similar type welfare benefit plans maintained by Buyer or that
provide benefits to the Continuing Employee and such Continuing Employee’s
eligible dependents, effective immediately on the date coverage ceases under the
Administaff Plans, and (ii) for purposes of satisfying deductibles,
out-of-pocket maximums or other similar limitations, credit such Continuing
Employee and such Continuing Employee’s eligible dependents, for the year during
which such coverage under such plans begins, with any deductibles, co-insurance
and co-payments already incurred during such year under the Administaff Plans
that provide similar benefits but only if the Administaff Plan and the
comparable Plans in which the Continuing Employees become eligible to
participate after the Closing have the same plan year .




(d)           Buyer shall make Reasonable Efforts
to cause any employee benefit plans that cover the Continuing Employees to
recognize each Continuing Employee’s years of service and level of seniority
prior to the Closing Date with Sellers, the Company, and its Affiliates
(including service and seniority with any other employer that was recognized by
Sellers, the Company, or their respective Affiliates) for purposes of terms of
employment and eligibility and vesting, but not for purposes of benefit accrual,
retirement eligibility, or benefit determination, under such plans and programs,
including paid vacation, paid sick time, severance benefits and employer
contribution rates under retirement plans.For purposes of thisSection
6.5(d), only actual
years of service based on the hire date with the Company shall be credited with
respect to a Continuing Employee; provided, however, that a Continuing Employee
shall receive the same credit for years of service that such Continuing Employee
had as of the Closing Date for purposes of Buyer’s or an Affiliate’s paid
vacation leave.Buyer shall make
Reasonable Efforts to cause each employee welfare benefit plan or program
sponsored by Buyer or one of its Affiliates that a Continuing Employee may be
eligible to participate in on or after the Closing Date to waive any preexisting
condition exclusion or any proof of insurability requirement with respect to
participation and coverage requirements applicable to such Continuing Employee
or such Continuing Employee’s dependents.


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(e)           The
Company shall, to the extent administratively feasible, make all payments under
Section
2.3(f) prior to the Closing and shall not make any such payment to an
individual unless (i) such individual has signed and, where applicable, not
revoked a general release in the appropriate form attached as Exhibit
F (other than payments described in Section
6.5(j) below), and (ii) where applicable, a period of not less than seven
(7) days has elapsed following the execution and delivery by such individual’s
acceptance of the general release.  The Company shall deliver a copy
of the applicable general release to each individual to whom the Company elects
to make a payment pursuant to Section
2.3(f) as soon as reasonably practical after the date of this
Agreement.




(f)         
  Prior to the Closing Date, the Company shall take all actions
necessary to (i) terminate all of the Company Plans effective as of the day
prior to the Closing Date, and (ii) terminate the Company’s participation in the
Administaff Plans effective (1) for any Administaff Plan that includes a cash or
deferred arrangement described in Section 401(k) of the Code, as of the day
prior to the Closing Date, and (2) for all other Administaff Plans, as of the
Closing Date.




(g)           At
least five (5) Business Days prior to the Closing Date, the Company shall submit
a schedule to Buyer identifying the total amount of any accrued but unused
vacation or paid time off benefits and the rate of accrual for vacation pay for
each employee.  Buyer shall credit, or cause an Affiliate to credit,
the Continuing Employees  with their accrued by unused vacation under
its vacation policy and/or paid time off policy for use in 2008 under the terms
of such policy and, to the extent such accrued but unused vacation is not used
by a Continuing Employee is 2008, Buyer shall allow, or cause an Affiliate to
allow, such Continuing Employee to carry over into 2009 any remaining accrued
but unused vacation in accordance with its vacation policy and pay such
Continuing Employee the value of any such remaining accrued but unused vacation
that is not carried over.




(h)           In
the event that Buyer is unable to provide for immediate participation by the
Continuing Employees in a group health plan as of the Closing, the Buyer agrees
to reimburse or cause an Affiliate to reimburse to each Continuing Employee who
elects COBRA continuation coverage under an Administaff Plan that is a group
health plan an amount equal to the excess of the COBRA premium over the premium
that such Continuing Employee was required to paid immediately prior to the
Closing for such coverage under the Administaff Plan that is a group health
Plan.  Such reimbursement shall be made within ten (10) Business Days
after the payment by such Continuing Employee of each COBRA premium
payment.




(i)         
  Prior to the Closing, the Company will correct, where possible and
permissible, any items described in Schedule
4.15(c).




(j)         
  Prior to the Closing, the letter agreements related to rights to
acquire equity interests in the Company and retention bonuses described in that
certain letter from Seller to Buyer dated as of the date of this Agreement shall
be terminated and settled by the Company without any future liability to the
Company, Buyer or any Affiliate of Buyer.


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6.6.           Books
and Records.  From and after the Closing:




(l)           
Sellers and the Company may retain a copy of any or all of the data room
materials and other books and records relating to the business or operations of
the Company on or before the Closing Date.




(m)           Buyer
shall preserve and keep a copy of all data room materials and all books and
records relating to the business or operations of the Company on or before the
Closing Date in Buyer’s possession for a period of at least seven (7) years
after the Closing Date.  After such seven (7) year period, before
Buyer shall dispose of any such data room materials or books and records, Buyer
shall give Sellers at least ninety (90) days’ prior notice to such effect, and
Sellers shall be given an opportunity, at their cost and expense, to remove and
retain all or any part of such data room materials and books and records as
Sellers may select.  Buyer shall provide to Sellers, at no cost or
expense to Sellers, full access to such data room materials and books and
records as remain in Buyer’s possession and full access to the properties and
employees of Buyer and the Company in connection with matters relating to the
business or operations of the Company on or before the Closing Date and any
disputes relating to this Agreement.




6.7.           Permits.  Buyer
shall provide all notices and otherwise take all actions required to transfer or
reissue any Permits, including those required under Environmental Laws, as a
result of or in furtherance of the transactions contemplated by this
Agreement.  The Company shall use Reasonable Efforts to cooperate with
Buyer to provide information necessary to apply for such Permits.




6.8.           Director and Officer
Indemnification.  For a period of not less than six (6) years
after the Closing Date, Buyer shall cause the Organizational Documents of MMP
and each MMP Affiliate Company to continue to include the same provisions
concerning the exculpation, indemnification, advancement of expenses to and
holding harmless of, all past and present employees, officers, agents and
directors of such entity for acts or omissions occurring at or prior to the
Closing as are contained in such documents as of the date of execution of this
Agreement, and Buyer shall cause MMP and each MMP Affiliate Company to honor
jointly and severally all such provisions, including making any indemnification
payments and expense advancements thereunder.  If any indemnifiable
claim is asserted or made within such six (6) year period, all rights to
indemnification and advancement of expenses in respect of such claim shall
continue to the extent currently permitted under the relevant entity’s
Organizational Documents until such claim is disposed of or all orders in
connection with such claim are fully satisfied.  The foregoing
provisions of this section shall not apply with respect to any breaches of
representations, warranties, or covenants under this Agreement by the Company or
any Seller whether or not the period of survival of such breached
representation, warranty or covenant shall have expired under this
Agreement.  The Company shall also purchase, prior to the Closing, a
run-off policy with respect to the Company’s current Director and Officer
Insurance Policy, in order to extend such policy’s claims coverage (for periods
prior to the Closing) for 6 years after the Closing Date.


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6.9.           Company Guaranties.
Buyer shall use Reasonable Efforts to obtain from the respective beneficiary, in
form and substance reasonably satisfactory to Sellers, on or before the Closing,
valid and binding written releases of Sellers and their Affiliates, as
applicable, from any liability or obligation, whether arising before, on or
after the Closing Date, under any Company Guaranty disclosed under this
Agreement and in effect as of the Closing, including by providing substitute
guaranties with terms that are at least as favorable to the counterparty as the
terms of the applicable Company Guaranties and by furnishing letters of credit,
instituting escrow arrangements, posting surety or performance bonds or making
other arrangements as the counterparty may reasonably request.




(a)           Notwithstanding
anything to the contrary herein, the Parties acknowledge and agree that at any
time on or after the Closing Date, any of Sellers and their Affiliates may, in
its sole discretion, take any action to terminate, obtain release of or
otherwise limit its liability under any and all outstanding Company Guaranties
as allowed under this Agreement.




(b)           BUYER
SHALL INDEMNIFY AND HOLD HARMLESS SELLERS AND THEIR AFFILIATES FROM AND AFTER
THE CLOSING FOR ANY LOSSES ARISING OUT OF OR RELATING TO ANY COMPANY GUARANTIES,
WHETHER OR NOT SUCH GUARANTIES HAVE BEEN RELEASED.




6.10.         Acquisition
Proposals.  From and after the date of this Agreement until the
earlier of the Closing or the termination of this Agreement, none of the
Sellers, the Company, or any Affiliate shall, directly or indirectly, (i)
solicit, initiate, or knowingly encourage any Acquisition Proposal (defined
below) or (ii) engage in discussions or negotiations with, or disclose any
nonpublic information relating to the Company to, any Person that is considering
making or has made an Acquisition Proposal.  The Sellers, the Company
and its Affiliates shall immediately cease and cause to be terminated any
existing activities, discussions, or negotiations with any persons conducted
heretofore with respect to any Acquisition Proposal and shall promptly request
each such Person who has heretofore entered into a confidentiality agreement in
connection with an Acquisition Proposal to return to Seller and the Company all
confidential information heretofore furnished to such person by or on behalf of
any of the Sellers or the Company.  If any of the Sellers, the Company
or any of their respective Affiliates shall hereafter receive any Acquisition
Proposal, such Seller and the Company shall immediately communicate the terms of
such proposal to Buyer.  The term "Acquisition Proposal", as used
herein, means any offer or proposal for, or any indication of interest in, a
merger, sale consolidation or other business combination involving the Company
or its assets or the acquisition of any equity interest in the Company, other
than the transactions contemplated by this Agreement.




6.11.         Nonsolicitation.




(a)           No
Seller shall, nor will it permit any Affiliate to, for a period commencing upon
the Closing Date and ending upon the second anniversary thereof, either directly
or indirectly, recruit or hire or attempt to recruit or hire, directly or by
assisting others, any employee, consultant, or independent contactor of the
Company; provided, that this shall not restrict a Seller or its Affiliates from
hiring an employee, consultant, or independent contactor of the Company who
responds to a general solicitation through a newspaper, online service,
recruiting firm or similar service or medium.


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(b)           The
covenants contained in this Section
6.11 on the part of the Sellers will be construed as ancillary to and
independent of any other provision of this Agreement, and the existence of any
claim or cause of action of the Sellers against Buyer or any officer, director,
or shareholder of Buyer, whether predicated on this Agreement or otherwise,
shall not constitute a defense to the enforcement by Buyer of the covenants of
Seller contained in this Section
6.11.




(c)       
    If any Seller violates any covenant contained in this
Section
6.11 and Buyer brings legal action for injunctive or other relief, Buyer
shall not, as a result of the time involved in obtaining the relief, be deprived
of the benefit of the full period of any such covenant.  Accordingly,
the covenants of the Sellers contained in this Section
6.11 shall be deemed to have durations as specified above, which periods
shall commence upon the later of (i) the Closing Date and (ii) the date of entry
by a court of competent jurisdiction of a final judgment enforcing the covenants
of such Seller in this Section
6.11.




(d)           The
covenants of the Sellers contained in this Section may be assigned by Buyer to
any person to whom the business of the Company is transferred substantially as
an entirety, it being the intention of the parties hereto that such covenants
shall inure to the benefit of any successor to the business and assets of the
Company, with the same force and effect as if such covenants had been made
directly to such successor or successors.




6.12.         Sellers’
Representative.  The Sellers hereby appoint O’Shea as their
representative (“Sellers’
Representative”), who shall be one of the Sellers or an Affiliate of one
of the Sellers, to act as the representative to the Sellers with respect to all
matters under this Agreement and the performance of the terms and provisions
hereunder.  In particular, the Sellers’ Representative may receive any
notice hereunder for the Sellers, such receipt being deemed delivery of such
notice to all of the Sellers, and the Sellers’ Representative shall comply with
the terms set forth in the Escrow Agreement and may enforce its rights as set
forth therein.  Additionally, any payments required to be paid to
Sellers hereunder may be paid to the Sellers’ Representative, unless Buyer is
directed otherwise.




6.13.         Financial
Statements.  MME Unit Holdings, LLC shall make John O’Shea and
Kevin Coxon available to assist, and the Company shall use its Reasonable
Efforts to assist, Buyer in preparing financial statements of the Company in
such form and covering such periods as may be required by any applicable
securities Laws to be filed with the Securities and Exchange Commission by Buyer
as a result of the transactions contemplated by this Agreement and the
acquisition of the Company by Buyer.  MME Unit Holdings, LLC shall
make John O’Shea and Kevin Coxon available to assist, and the Company shall use
its Reasonable Efforts to cause, the independent public accountants of the
Company to provide any consent necessary to the filing of such financial
statements with the Securities and Exchange Commission and to provide such
customary representation letters as are necessary in connection
therewith.


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6.14.         Termination of
Agreements.  Prior to the Closing Date, Sellers and the Company
shall have terminated, at no cost or expense to the Company, Buyer or any
Affiliate of Buyer, (i) each Contract with Administaff and each Administaff
Plan; (ii) all voting agreements governing the Interests, the registration
rights agreements and warrants listed on Exhibit A; (iii) the
independent contractor agreement between the Company and TGAAP Marketing
Services, LLC as disclosed on Schedule 4.22 hereof;
and (iv) such other documents and Contracts as may be requested by
Buyer.




6.15.         Updating Disclosure
Schedules.  The Company shall have the right to update
Disclosure Schedules to:




(a)           add
a Material Contract to Schedule 4.9, but
only to the extent such Material Contract (i) was inadvertently omitted from the
Disclosure Schedules as of the date hereof, and (ii) it does not impose any
liability to the Company outside the ordinary course of business;




(b)           revise
Schedule 4.4
with respect to pending litigation to the extent the Company receives service of
process after the date hereof, or any threatened litigation to the extent that
the Company obtains Knowledge after the date hereof; provided, however, that any
such matter shall be deemed to be Retained Litigation for purposes of this
Agreement;




(c)           revise
Schedule 4.12
with respect to environmental permitting matters to the extent that the Company
obtains Knowledge after the date hereof; provided, however, that any
such matter shall be deemed to be Retained Environmental Obligation for purposes
of this Agreement; and




(d)           address
matters that occur after the date hereof, but that are in compliance with the
Company’s covenants set forth in Section
6.1.




To the
extent the Disclosure Schedules are updated in accordance with the foregoing,
such update shall be deemed to have been accepted by the Parties, and may not be
used to claim a breach of the underlying representation.




6.16.         Rule 144
Reporting.  With a view to making available the benefits of
certain rules and regulations of the SEC that may permit the sale of the Buyer
Units to the public without registration, Buyer shall:




(a)           make
and keep public information regarding Buyer available, as those terms are
understood and defined in Rule 144 under the Securities Act for at least one
year from the acquisition by Sellers of the Buyer Units; and




(b)           so
long as a Seller owns any Buyer Units, furnish to such Seller forthwith upon
request a copy of the most recent annual or quarterly report of Buyer, and such
other reports and documents so filed as such Seller may reasonably request in
availing itself of any rule or regulation of the SEC allowing such Seller to
sell any such Buyer Units without registration.


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6.17.         Distributions.  The
Company shall distribute the Effective Time Distributable Cash immediately prior
to the Closing Date.




6.18.         Delivery of Payoff Letters
and Lien Releases.  Prior to the Closing Date, Sellers and the
Company shall obtain and deliver to Buyer written evidence in form and substance
reasonably satisfactory to Buyer setting forth the payoff amount for all
Indebtedness for Borrowed Money of the Company or any Seller who has granted a
Lien on the Interests to be sold hereunder, as applicable, including costs and
expenses associated therewith, which amounts shall be paid by Buyer with a
corresponding reduction in the Cash Payment.




6.19.         Buyer Unit
Distributions.  Each Seller hereby waives any right it may have
to any dividend or distribution to which it may be entitled with respect to the
Buyer Units it receives hereunder for the third quarter of Buyer’s 2008 fiscal
year (notwithstanding the fact that such Seller may be the record (and
beneficial) holder of such Buyer Units as of the applicable record date for
distributions).  Buyer shall expressly exclude the Buyer Units from
eligibility for any payment of the third quarter 2008 distribution.




ARTICLE
VII.


TAX
MATTERS




7.1.           Responsibility for Filing
Tax Returns and Paying Taxes.




(a)           Buyer and Sellers agree to treat
the sale of the Interests by the Sellers for U.S. federal income tax purposes as
a sale in 2008 of the Interests by the Sellers and a purchase in 2008 of all of
the assets of MMP and the MMP Affiliated Companies (other than Sweeny) by the
Buyer (as described in Situation 2 of Revenue Ruling 99-6, 1999-1 C.B.
432).  The existence of MMP as a partnership for U.S. federal income
tax purposes shall terminate as of the Closing Date.The parties hereby agree that (i)
to the extent any Sellers receive Buyer Units in exchange for the assignment,
sale or transfer of his, her or its Interest, the assignment of such Interest to
Buyer shall be treated as an exchange of such Interest for
BuyerUnits of Buyer
and shall be treated as a contribution to Buyer under Section 721 of the Code,
and (ii) to the extent any Sellers receive cash for the assignment, sale or
transfer of all or a portion of his, her or its Interest to Buyer, the parties
hereby agree to treat such assignment, sale or transfer as a sale of such
Seller’s Interest for cash.  If, contrary to the forgoing, the Parties
hereto are required to treat the assignment, sale or transfer of the Interests
as a merger or consolidation of the Company with and into Buyer pursuant to
Section 708(b)(2)(A) of the Code, then the parties hereto intend
that:  (i) such merger or consolidation shall be treated in the manner
set forth in the Treasury Regulations Section 1.708-1(c)(3)(i); (ii) this
Agreement is intended to and shall constitute an election to treat such
assignment, sale or transfer as a sale of Interests by Sellers to the extent of
cash received, pursuant to Treasury Regulations Section 1.708-1(c)(4); and (iii)
to the extent of cash received by any Seller, to treat such Sellers as selling
their respective Interest for cash pursuant to Treasury Regulations Section
1.708-1(c)(4) and Example 5 of the Treasury Regulations
Section 1.708-1(c)(5). The Companyshall, if not already in
effect,make the
election provided by Code Section 754 in accordance with Treasury Regulations
Section 1.754-1(b) effective for the taxable year of the Company that includes
the Closing Date.


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(b)           Sellers shall prepare and timely
file all Tax Returns required to be filed by or with respect to MMP and each of
the MMP Affiliated Companies for a Pre-Closing Tax Period.  For the
avoidance of doubt, Sellers shall cause to be prepared and timely filed the
federal and Louisiana income Tax Returns for MMP and the MMP Affiliated
Companies on IRS Form 1065 and Louisiana Form IT-565 for the period that ends on
the Closing Date.  Buyer shall file all other Tax Returns required to
be filed by or with respect to MMP and each of the MMP Affiliated
Companies.  Sellersshall pay and be responsible for
all incomeTaxesowed with respect to aPre-Closing Tax Periodand shall pay and be
responsible for all otherTaxesfor periods (or portions of aStraddle
Period, as defined
below) ending on or before theEffective Time, except to the extent that suchTaxeswere taken into account in the
calculation ofEstimated Effective Time Net
Working Capital.Buyer shall pay and be responsible
for all income Taxes owed with respect to all periods ending after the Closing
Date and shall pay and be responsible for all other Taxes (other than income
taxes) for periods, (or portions of a Straddle Period) ending after the
Effective Time.  Liability for Taxes (other than income Taxes) for any
Tax period that includes but does not end on the Effective Time (a “Straddle
Period”) shall be apportioned between Buyer and
Sellers as follows:  (i) property and similar ad valorem Taxes or
franchise Taxes based solely on capital shall be apportioned to the Sellers for
the period up to and including the Effective Time and to the Buyer for the
period after the Effective Time on a ratable daily basis; and (ii) all other
Taxes shall be apportioned between Buyer and Sellers based on an interim closing
of the books of MMP and each of the MMP Affiliated Companies as of the Effective
Time.  For this purpose, any franchise Tax paid or payable with
respect to MMP or the MMP Affiliated Companies shall be allocated to the taxable
period during which the income, operations, assets or capital comprising the
base of such Tax is measured, regardless of whether the right to do business for
another taxable period is obtained by the payment of such Tax.  Buyer
shall file, or cause to be filed, all Tax Returns with respect to a Straddle
Period.  Buyer shall provide a copy of each such Tax Return at least
twenty (20) days before the due date for such Tax Return along with a
computation of the allocations of Tax, if any, to Sellers.  Prior to
the filing of such Tax Returns, Buyer shall make any revisions or adjustments
reasonably requested by Sellers.  Five (5) days before the due date
for such a Tax Return, the Sellers shall pay Buyer the excess, if any, of the
Sellers’ share of the Taxes for such Straddle Period, as determined in thisSection
7.1(b), over the
amount of such Taxes taken into account in calculation of the Estimated
Effective Time Net Working Capital.  Buyer and Sellers shall each
provide the other with all information reasonably necessary to prepare a Tax
Return.  Buyer agrees not to amend Sellers’ previously filed Tax
Returns without Sellers’ prior consent, which consent shall not be unreasonably
withheld.




7.2.           Responsibility for Tax
Audits and Contests.  Sellers shall control any audit or
contest with respect to income Taxes for a Pre-Closing Tax Period or, with
respect to all other Taxes, for a period ending on or before the Effective Time
and Buyer shall control any other audit or contest; provided, however, that the
Party with the greater potential Tax liability shall control any audit or
contest with respect to a year during which a Straddle Period occurs; provided
further, that the Party so in control of an audit or contest with respect to a
Straddle Period shall allow the other Party to participate at such other Party’s
cost and expense.  The Party in control of an audit or controversy
shall keep the other Party informed of the status of the audit or controversy
(including providing copies of correspondence and pleadings).  Neither
Buyer nor Sellers shall settle any audit or contest in a way that would
adversely affect the other Party without the other Party’s written consent,
which the other Party shall not unreasonably withhold.  Buyer and
Sellers shall each provide the other with all information reasonably necessary
to conduct an audit or contest with respect to Taxes.


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7.3.           Tax
Refunds.  Sellers shall be entitled to any refund of Taxes paid
with respect to income Taxes for a Pre-Closing Tax Period or, with respect to
all other Taxes, for a period ending on or before the Effective
Time.  Buyer shall be entitled to all other refunds except that
refunds for a Straddle Period shall be apportioned based on the Taxes that were
paid by or on behalf of Buyer and Sellers.  If a Party receives a
refund to which the other Party is entitled, the Party receiving the refund
shall pay it to the Party entitled to the refund within two (2) Business Days
after receipt.




7.4.           Transfer
Taxes.  Buyer and Sellers shall be jointly responsible for
state or local transfer, sales, use, stamp, registration or other similar Taxes
resulting from the transactions contemplated by this Agreement.




7.5.           Purchase Price
Allocation.  At least five (5) days prior to the Closing, Buyer
shall deliver its proposed Allocation (as defined below) to the
Sellers.  Sellers and Buyer shall thereafter use their best efforts to
agree on the Allocation.  The Purchase Price (together with the
liabilities of the Company assumed by the Buyer) shall be allocated among the
assets of the Company in accordance with Section 1060 of the Code and the
Treasury regulations thereunder (and any similar provision of state, local or
foreign Law, as appropriate) (the "Allocation").  Sellers
and Buyer shall report the transactions contemplated hereby on all Tax Returns,
including, but not limited to Form 8594, in a manner consistent with the
Allocation.  After Closing, if the adjusted Purchase Price (as
computed under Article
II) differs from the Purchase Price and if such difference requires an
adjustment to the Allocation in order for such Allocation to comply with this
Section 7.5,
Sellers shall prepare such adjustment to the Allocation which adjustment shall
be submitted to Buyer, and Sellers and Buyer shall use their best efforts to
agree on the final adjustment within 30 days after the determination of the
adjusted Purchase Price.  Buyer and its Affiliates shall timely and
properly prepare, execute, file, and deliver all such documents, forms, and
other information as Sellers may reasonably request in preparing any required
adjustment to the Allocation.  If, contrary to the intent of the
parties hereto as expressed in this Section 7.5, any
Taxing authority makes or proposes an allocation different from the Allocation
determined under this Section 7.5, Sellers
and Buyer shall cooperate with each other in good faith to contest such Taxing
authority's allocation (or proposed allocation), provided, however, that, after
consultation with the party (or parties) adversely affected by such allocation
(or proposed allocation), the other party (or parties) hereto may file such
protective claims or Tax Returns as may be reasonably required to protect its
(or their) interests.




7.6.           Disputes over Tax
Provisions.  The Accountants shall resolve any dispute between
Buyer and Sellers over the calculation of Taxes and under this Article VII
substantially in the manner described in Section
2.3(a)(iii).




7.7.           Interim
Closing.  With respect to determining Sellers’ distributive
shares of the tax items attributable to Sweeny for the 2008 taxable year,
Sellers shall use the interim closing of the books method described in Treasury
Regulation Section 1.706-1(c)(2)(ii) determined as of the Closing
Date.


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ARTICLE
VIII.


CONDITIONS
TO CLOSING




8.1.           Conditions to Obligations of
Buyer.  The
obligation of Buyer to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following conditions, any one or
more of which may be waived in writing by Buyer:




(a)           Representations,
Warranties and Covenants of Sellers.  (i) Each of the
representations and warranties of Sellers and the Company made in this Agreement
will be true and correct as of the date of this Agreement and as of the Closing
(as if made anew at and as of the Closing), (ii) Sellers and the Company shall
have performed or complied with all of the covenants and agreements required by
this Agreement to be performed or complied with by Sellers and the Company on or
before the Closing, and (iii) Sellers and the Company shall have delivered to
Buyer a certificate, dated the Closing Date, certifying that the conditions
specified in this Section
8.1(a) have been fulfilled;




(b)           Third
Party Consents; Governmental Approvals.  All consents,
approvals or waivers, if any, disclosed on any schedule to this Agreement or
otherwise required in connection with the consummation of the transactions
contemplated by this Agreement have been received.  All of the
consents, approvals, authorizations, exemptions and waivers from Governmental
Authorities that will be required to enable Buyer to consummate the transactions
contemplated by this Agreement have been obtained;




(c)           HSR
Approval.  The waiting period under the HSR Act applicable to
the consummation of the sale and purchase of the Interests contemplated hereby
shall have expired or been terminated;




(d)           No
Injunction, Etc.  No provision of any applicable Law and no
order will be in effect that will prohibit or restrict the consummation of the
Closing;




(e)           No
Proceedings.  No proceeding challenging this Agreement or the
transactions contemplated hereby or seeking to prohibit, alter, prevent or
materially delay the Closing or seeking Losses from Buyer or Sellers incident to
this Agreement or the transactions contemplated hereby, will have been
instituted by any Person before any Governmental Authority and be
pending;




(f)           Resignations
of Officers, Directors, and Managers.  The resignations (or
evidence of removal) of each officer, director, and manager of the Company
effective as of the Closing;




(g)           No
Material Adverse Effect.  Since Balance Sheet Date, there shall
not have been any Material Adverse Effect with respect to the Company or
Buyer;


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(h)           Assignment
of Interests and Delivery of Certificates, etc.  Buyer shall
have received an Assignment of Interests in form and substance reasonably
acceptable to Buyer, duly executed by each Seller along with the certificates,
documents and agreements representing a part of the Interests to be sold to
Buyer hereunder, all of which shall be free and clear of all Liens and
Encumbrances;




(i)       
    Legal
Opinions.  Buyer shall have received (i) an opinion of counsel
for the Company in substantially the form attached hereto as Exhibit
G, (ii) an opinion of counsel for the respective Sellers regarding due
authority, execution and enforceability as it relates to the respective Seller
and no violations of organizational documents or applicable Law; and (iii) a tax
opinion from the Company’s counsel, dated the Closing Date, that at least 90% of
the gross income earned by the Company is “qualifying income” as that term is
defined in Code Section 7704(d);




(j)       
    Net
Working Capital.  Buyer shall have received and agreed to the
Sellers’ written calculation of Estimated Effective Time Net Working
Capital;




(k)           Marketing
Agreement.  Buyer and Coxon (or an entity controlled by Coxon)
shall have entered into a consulting agreement in substantially the form
attached hereto as Exhibit
H;




(l)        
   Noncompetition
Agreements.  Buyer and each of MME Unit Holdings, LLC, O’Shea
and Coxon shall have entered into the noncompetition agreement in substantially
the form attached hereto as Exhibit
I;




(m)           Transition
Services Agreement.  Buyer and O’Shea shall have entered in to
the Transition Services Agreement in substantially the form attached hereto as
Exhibit
J;




(n)           Escrow
Agreement.  Buyer, Sellers and the Escrow Agent shall have
entered into the escrow agreement for the Escrow Deposit in substantially the
form attached hereto as Exhibit
C ;




(o)           Special
Indemnity Agreement.  Buyer and Sellers shall have entered into
the Special Indemnity Agreement in substantially the form attached hereto as
Exhibit
D;




(p)           FIRPTA
Certificate.  Each Seller shall have executed and delivered to
Buyer a certificate in form and substance reasonable satisfactory to Buyer to
the effect that each Seller is not a “foreign person” within the meaning of Code
Section 1445 and the Treasury Regulations thereunder;




(q)           Payment
of Bank and Other Indebtedness.  Buyer shall have received
written evidence in form and substance reasonable satisfactory to Buyer setting
forth the payoff amount for all Indebtedness for Borrowed Money of the Company
or any Seller who has granted a Lien on the Interests to be sold hereunder, as
applicable, including costs and expenses associated therewith, which amounts
shall be paid by Buyer with a corresponding reduction in the Cash
Payment;


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(r)           Release
of Liens.  Buyer shall have received written evidence in form
and substance reasonably satisfactory to Buyer that all Liens on the assets of
the Company or on the Interests of any Seller securing Indebtedness for Borrowed
Money will be released upon payment thereof by Buyer;




(s)           Settlement
of Hedges.  Sellers and the Company  shall have
settled, terminated or unwound all natural gas, ethane and crude oil calls,
puts, swaps and other commodity or interest rate hedges of the Company, and
pursuant to Section
2.2(d) all costs and expenses associated therewith shall have been taken
into account as an adjustment to the Cash Payment, if settled, terminated or
unwound between the Effective Time and the Closing Date, or taken into account
in calculating Effective Time Net Working Capital if settled, terminated or
unwound prior to the Effective Time;




(t)           Allocation
of Purchase Price Among Sellers.  Each Seller shall have
executed and delivered to Buyer a written acknowledgement of the allocation by
percentage and the amount of distribution of the Purchase Price among all the
Sellers, as set forth on Schedule
2.2(a), and Sellers shall, jointly and severally, release and indemnify
Buyer and the Company from any and all claims made by any Person arising out of
or related to the payment of the Purchase Price in accordance with such
allocation;




(u)           Release
by Sellers, Officers and Directors.  Except for the rights
provided in this Agreement, each Seller and each officer and director of the
Company shall execute and deliver to Buyer and the Company a general release and
waiver in form and substance reasonable satisfactory to Buyer regarding any and
all claims, causes of action, rights and entitlements of such Seller, officer,
or director, including, without limitation, any rights and entitlements of the
Sellers arising from the agreement which they purchased their Interests in
MMP;




(v)           Nonsolicitation
Agreements.  Buyer shall have received Nonsolicitation
Agreements executed by each of Joe Sutton and George Sakellaris, which
agreements shall contain substantially the same terms and provisions as set
forth in Section
6.11 hereof;




(w)           Termination
of Agreements.  Buyer shall have received evidence that each of
the documents and agreements described in Section 6.14 shall have been
terminated without any cost or liability to the Company or Buyer;and




(x)           Miscellaneous.  Sellers
and the Company shall have delivered such other certificates, instruments of
conveyance, and documents as may be reasonably requested by Buyer and agreed to
by Sellers and the Company prior to the Closing Date to carry out the intent and
purposes of this Agreement.




8.2.           Conditions to the
Obligations ofSellers.  The
obligation of Sellers to consummate the transactions contemplated by this
Agreement is subject to the satisfaction of the following conditions, any one or
more of which may be waived in writing by Sellers:




(a)           Representations,
Warranties and Covenants of Buyer.  (i) Each of the
representations and warranties of Buyer made in this Agreement will be true and
correct as of the date of this Agreement and as of the Closing (as if made anew
at and as of the Closing), (ii) Buyer shall have performed or complied in all
material respects with all of the covenants and agreements required by this
Agreement to be performed or complied with by Buyer on or before the Closing,
and (iii) Buyer shall have delivered to Sellers a certificate, dated the Closing
Date, certifying that the conditions specified in this Section
8.2(a) have been fulfilled;




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(b)           Third
Party Consents; Governmental Approvals.  All consents,
approvals or waivers, if any, disclosed on any schedule to this Agreement or
otherwise required in connection with the consummation of the transactions
contemplated by this Agreement have been received.  All of the
consents, approvals, authorizations, exemptions and waivers from Governmental
Authorities that will be required to enable Sellers to consummate the
transactions contemplated by this Agreement have been obtained;




(c)           HSR
Approval.  The waiting period under the HSR Act applicable to
the consummation of the sale and purchase of the Interests contemplated hereby
shall have expired or been terminated;




(d)           No
Injunction, Etc.  No provision of any applicable Law and no
order will be in effect that will prohibit or restrict the consummation of the
Closing;




(e)           No
Proceedings.  No proceeding challenging this Agreement or the
transactions contemplated hereby or seeking to prohibit, alter, prevent or
materially delay the Closing or seeking Losses from Buyer or Sellers incident to
this Agreement or the transactions contemplated hereby, will have been
instituted by any Person before any Governmental Authority and be
pending;




(f)          
 No
Material Adverse Effect.  Since June 30, 2008, there shall not
have been any Material Adverse Effect with respect to Buyer; provided, however,
if Sellers, in good faith, establish that this condition has not been met, this
condition can be satisfied by Buyer, in the sole discretion of Buyer, if Buyer
tenders to Sellers the aggregate amount of $55,000,000 in immediately available
funds in lieu of delivering to Sellers Buyer Units as contemplated in Section
2.2 hereof. In such event, the Escrow Deposit shall be funded with
$25,000,000 in cash rather than Buyer Units and the Parties hereto agree that
provisions relating to this Agreement and the documents and agreements to be
executed and delivered at the Closing shall be amended and/or
modified  to give effect to this change; and




(g)           Other
Deliveries.  Buyer shall have delivered such other
certificates, instruments, and documents as may be reasonably requested by
Sellers and agreed to by Buyer prior to the Closing Date to carry out the intent
and purposes of this Agreement.




ARTICLE
IX.


INDEMNIFICATION




9.1.           Survival.  The
representations and warranties in this Agreement contained in this Agreement
shall survive the Closing until eighteen (18) months after the Closing Date,
except that (i) the representations and warranties in Section 3.7 (Payment
of Taxes) shall survive until the expiration of the applicable statute of
limitations and (ii) the representations and warranties in Section 3.1
(Organization of Seller), Section 3.2
(Authorization; Enforceability), Section 3.4
(Ownership of Interests), Section 5.1
(Organization of Buyer), and Section 5.2
(Authorization; Enforceability) shall survive indefinitely. Notwithstanding the
preceding sentence, any representation or warranty in respect of which indemnity
may be sought under this Agreement will survive the time at which it would
otherwise terminate pursuant to the preceding sentence if written notice of the
inaccuracy or breach thereof giving rise to such right of indemnity has been
given to the Party against whom such indemnification may be sought prior to such
time; provided that
such right of indemnity shall continue to survive and shall remain a basis for
indemnification hereunder only until the related claim for indemnification is
resolved or disposed of in accordance with the terms hereof.  All
covenants contained in this Agreement shall survive without limitation or shall
continue in effect as provided therein.  Any (i) Retained
Environmental Obligations; (ii) Retained Litigation; or (iii) any other matter
as to which a claim has been asserted by written notice to the Party against
whom indemnification may be sought is pending or unresolved at the end of any
applicable limitation period shall continue to be covered by this Article IX until such
matter is finally terminated or otherwise resolved under this Agreement or by a
court of competent jurisdiction and any amounts payable hereunder are finally
determined and paid.Buyer’s reasonable,
good faith estimate of the maximum amount that may be necessary to settle,
dispose of, or otherwise satisfy Losses associated with all pending and
unresolved claims existing as of the expiration of the eighteen (18) month
period described above shall be retained by the Escrow Agent and any amounts
held by the Escrow Agent in excess thereof shall be released to
Sellers.




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9.2.           Indemnification.




(a)           From and after the Closing, each
Seller (individually, and not jointly or severally) will indemnify, defend and
hold harmless Buyer and its officers, members, directors, employees and
Affiliates (the “BuyerIndemnified
Parties”)
against any and all Losses Buyer shall suffer (any Loss of the Company
after the Closing Date shall be deemed a Loss suffered by Buyer) as a result of,
relating to or arising out of (i) any failure or breach of any representation or
warranty (without regard to the terms “material,” “Material Adverse Effect” or
any derivative thereof in the representations and warranties or in any defined
terms used therein) made by that respective Seller pursuant toArticle
IIIunder this
Agreement to be true and correct as of the date hereof and as of the Closing (as
if made anew at and as of the Closing), or (ii) the breach of any covenant or
agreement made or to be performed by such Seller pursuant to this
Agreement.




(b)           Subject
to the limitations set forth in Section
9.3, from and after the Closing, the Buyer Indemnified Parties shall be
entitled to indemnity against any and all Losses incurred or suffered by Buyer
(any such Loss of the Company shall be deemed a Loss suffered by Buyer) as a
result of, relating to or arising out of any failure or breach of any
representation or warranty (without regard to the terms “material,” “Material
Adverse Effect” or any derivative thereof in the representations and warranties
or in any defined terms used therein) made by the Company pursuant to Article
IV under this Agreement to be true and correct as of the date hereof and
as of the Closing (as if made anew at and as of the Closing).


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(c)           Subject
to the limitations set forth in Section
9.3, from and after the Closing, the Buyer Indemnified Parties shall be
entitled to indemnity against any and all Losses incurred or suffered by Buyer
(any such Loss of the Company shall be deemed a Loss suffered by Buyer) as a
result of, relating to or arising out of the matters more particularly described
in the Special Indemnity Agreement.




(d)           Subject
to the limitations set forth in Section
9.3, from and after the Closing Date, the Buyer Indemnified Parties shall
be entitled to indemnity against any and all Losses incurred or suffered by
Buyer as a result of, relating to or arising out of the Retained Compliance
Matters, Retained Environmental Obligations, Retained Hurricane Repair
Obligations or the Retained Litigation.




(e)           From and after the Closing, Buyer
will indemnify, defend and hold harmless Sellers and their officers, members,
directors, employees and Affiliates (the
“SellerIndemnified
Parties”)
against any and all Losses incurred or suffered as a result of, relating
to or arising out of (i) any failure of any representation or warranty made by
Buyer in this Agreement to be true and correct as of the Closing (as if made
anew at and as of the Closing), (ii) the breach of any covenant or agreement
made or to be performed by Buyer pursuant to this Agreement, and (iii) the
operation of the business of the Company after the Closing
Date.




(f)      
     Buyer’s right to indemnification in accordance
with the provisions of this Article
IX will not be affected by any investigation conducted with respect to,
or any knowledge acquired (or capable of being acquired) at any time, whether
before or after the Closing Date, with respect to the accuracy or inaccuracy of
or compliance with, any representation, warranty, covenant or obligation set
forth in this Agreement.




(g)           THE
INDEMNIFICATION PROVISIONS IN THIS ARTICLE
IX SHALL BE ENFORCEABLE REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE
PERSON FROM WHOM INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE,
CONCURRENT, CONTRIBUTORY OR COMPARATIVE NEGLIGENCE OF THE PERSON SEEKING
INDEMNIFICATION OR THE SOLE OR CONCURRENT STRICT LIABILITY IMPOSED UPON THE
PERSON SEEKING INDEMNIFICATION.




9.3.           Limitations on
Liability.




(a)           In
the event a Buyer Indemnified Party has a claim for indemnification against an
individual Seller under Section
9.2(a) hereof, then the Buyer Indemnified Party’s sole and exclusive
remedy shall be, at the election of the Buyer Indemnified Party, against (i)
that respective Seller, and shall not have an indemnification claim against any
other Sellers; and/or (ii) that respective Seller’s pro rata interest in the
Escrow Deposit as referenced on Exhibit
A hereto.


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(b)           A Buyer Indemnified Party shall not
be entitled to indemnity underSection
9.2(b)of this
Agreement (other than on account of a breach ofSection
4.3(b)) for Losses
with respect to any claim (or group of related claims that result from
substantially the same or substantially related circumstances) the amount of
which is less than ten thousand dollars ($10,000) (the “De Minimis
Threshold”), and if
less than such De Minimis Threshold such claims shall not be subject to
indemnity hereunder.  Furthermore, a Buyer Indemnified Party will not
be entitled to indemnity underSection
9.2(b)of this
Agreement (other than on account of a breach ofSection
4.3(b)) with respect
to claims that exceed the De Minimis Threshold until the aggregate amountof all such claims
exceeds one million five hundred thousand dollars ($1,500,000) (the
“Basket
Amount”), and
thereafter, the Buyer Indemnified Parties shall only be entitled to indemnity
for the amount in excess of the Basket Amount.  For the avoidance of
doubt, any claim for Losses that exceeds the De Minimis Threshold shall be
weighted 100% (i.e. back to first dollar) in filling the Basket Amount, which
Basket Amount shall serve as a deductible.  Notwithstanding the
foregoing, the De Minimis Threshold and the Basket Amount shall not apply with
respect to any claim related toSection
4.3(b) (Capitalization).




(c)           In
the event a Buyer Indemnified Party is entitled to indemnity under Section
9.2(b),(c), or (d) of this Agreement, any such claim may be satisfied
solely and exclusively against the Escrow Account.  Buyer Indemnified
Parties shall have no further right to indemnity under Section
9.2(b),(c),or (d) at such time as all Buyer Units and cash have been
disbursed from the Escrow Account.  Under no circumstance shall a
Buyer Indemnified Party be entitled to recover an indemnity claim arising under
Section
9.2(b), (c), or (d) of this Agreement directly against a
Seller.




(d)           In
the event a Buyer Indemnified Party is entitled to indemnity under Section
9.2 (a), (c), or (d) of this Agreement, any such claim for indemnity
shall not be subject to the De Minimis Threshold or the Basket
Amount.




(e)           Except
as provided in Section
2.5, the amount of any Losses subject to indemnification under this Article
IX shall be reduced or reimbursed, as the case may be, by any third party
insurance proceeds or third party recoveries, less the costs expended for such
recoveries.  Buyer shall, and shall cause the Buyer Indemnified
Parties to, use commercially reasonable efforts to collect any amounts available
under such insurance coverage and from such other third party alleged to have
responsibility.  If a Buyer Indemnified Party receives an amount under
insurance coverage or from such third party with respect to Losses that were the
subject of indemnification under this Article
IX at any time subsequent to indemnification provided thereunder, then
such Buyer Indemnified Party shall promptly reimburse the Seller(s), as
applicable.




9.4.           Procedures.  Claims
for indemnification under this Agreement shall be asserted and resolved as
follows:




(a)           If any Person who or which is
entitled to seek indemnification underSection
9.2(an “Indemnified
Party”) receives
notice of the assertion or commencement of any claim asserted against an
Indemnified Party by a third party (“Third Party
Claim”) in respect of
any matter that is subject to indemnification underSection
9.2, the Indemnified
Party shall promptly (i) notify the Party obligated to the Indemnified Party
pursuant toSection
9.2above, (the
“Indemnifying
Party”)of the Third Party Claim and (ii)
transmit to the Indemnifying Party a written notice (“Claim
Notice”) describing in
reasonable detail the nature of the Third Party Claim, a copy of all papers
served with respect to such claim (if any), the Indemnified Party’s best
estimate of the amount of Losses attributable to the Third Party Claim and the
basis of the Indemnified Party’s request for indemnification under this
Agreement.  Failure to timely provide such Claim Notice shall not
affect the right of the Indemnified Party’s indemnification hereunder, except to
the extent the Indemnifying Party is prejudiced by such delay or
omission.




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(b)           Subject
to Section
9.4(e) below, the Indemnifying Party shall have the right to defend the
Indemnified Party against such Third Party Claim.  If the Indemnifying
Party notifies the Indemnified Party that the Indemnifying Party elects to
assume the defense of the Third Party Claim (such election to be without
prejudice to the right of the Indemnified Party to dispute whether such claim is
an identifiable Loss under this Article
IX), then the Indemnifying Party shall have the right to defend such
Third Party Claim with counsel selected by the Indemnifying Party (who shall be
reasonably satisfactory to the Indemnified Party), by all appropriate
proceedings, to a final conclusion or settlement at the discretion of the
Indemnifying Party in accordance with this Section
9.4(b).  The Indemnifying Party shall have full control of such
defense and proceedings, including any compromise or settlement thereof; provided
that the Indemnifying Party shall not enter into any settlement agreement
without the written consent of the Indemnified Party (which consent shall not be
unreasonably withheld, conditioned or delayed); provided
further, that such consent shall not be required if (i) the settlement
agreement contains a complete and unconditional general release by the third
party asserting the claim to all Indemnified Parties affected by the claim and
(ii) the settlement agreement does not contain any sanction or restriction upon
the conduct of any business by the Indemnified Party or its
Affiliates.  If requested by the Indemnifying Party, the Indemnified
Party agrees, at the sole cost and expense of the Indemnifying Party, to
cooperate with the Indemnifying Party and its counsel in contesting any Third
Party Claim which the Indemnifying Party elects to contest, including the making
of any related counterclaim against the Person asserting the Third Party Claim
or any cross complaint against any Person.  The Indemnified Party may
participate in, but not control, any defense or settlement of any Third Party
Claim controlled by the Indemnifying Party pursuant to this Section
9.4(b), and the Indemnified Party shall bear its own costs and expenses
with respect to such participation.




(c)           If
the Indemnifying Party does not notify the Indemnified Party that the
Indemnifying Party elects to defend the Indemnified Party pursuant to Section
9.4(b), then the Indemnified Party shall have the right to defend, and be
reimbursed for its reasonable cost and expense (but only if the Indemnified
Party is actually entitled to indemnification hereunder) in regard to the Third
Party Claim with counsel selected by the Indemnified Party (who shall be
reasonably satisfactory to the Indemnifying Party), by all appropriate
proceedings, which proceedings shall be prosecuted diligently by the Indemnified
Party.  In such circumstances, the Indemnified Party shall defend any
such Third Party Claim in good faith and have full control of such defense and
proceedings; provided,
however,
that the Indemnified Party may not enter into any compromise or settlement of
such Third Party Claim if indemnification is to be sought hereunder, without the
Indemnifying Party’s consent (which consent shall not be unreasonably withheld,
conditioned or delayed).  The Indemnifying Party may participate in,
but not control, any defense or settlement controlled by the Indemnified Party
pursuant to this Section
9.4(c), and the Indemnifying Party shall bear its own costs and expenses
with respect to such participation.




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(d)           Any claim by an Indemnified Party
on account of Losses that does not result from a Third Party Claim (a
“Direct
Claim”) will be
asserted by giving the Indemnifying Party reasonably prompt written notice
thereof, but in any event not later than thirty (30) days after the Indemnified
Party becomes aware of such Direct Claim.  Such notice by the
Indemnified Party will describe the Direct Claim in reasonable detail, will
include copies of all available material written evidence thereof and will
indicate the estimated amount, if reasonably practicable, of damages that has
been or may be sustained by the Indemnified Party.  The Indemnifying
Party will have a period of five (5) Business Days within which to respond in
writing to such Direct Claim.  If the Indemnifying Party does not so
respond within such five (5) Business Day period, the Indemnifying Party will be
deemed to have rejected such claim, in which event the Indemnified Party will be
free to pursue such remedies as may be available to the Indemnified Party on the
terms and subject to the provisions of this
Agreement.




(e)           Notwithstanding
the foregoing, Sellers shall retain control over the defense of any Third Party
Claim as it relates to the Retained Litigation, for so long as any Party, or the
Company is actively contesting or defending against any charge, complaint,
action, suit, proceeding hearing, investigation, claim, or demand in connection
with any of the Retained Litigation, Sellers shall, at their sole cost and
expense, (i) cooperate with and pay the fees and expenses of counsel for the
Company in the defense or contest of such Retained Litigation, (ii) make
available their personnel, and provide such testimony and access to their books
and records as shall be necessary in connection with the defense or contest of
such Retained Litigation, (iii) provide timely status reports to Buyer regarding
the Retained Litigation; and (iv) timely pay in full all judgments, settlements
and other awards for which the Company may become obligated.  Sellers
shall defend any Retained Litigation in good faith and have full control of such
defense and proceedings; provided,
however,
that Sellers may not enter into any compromise or settlement of such Retained
Litigation without the prior written consent of Buyer (which consent shall not
be unreasonably withheld, conditioned or delayed).  Buyer may
participate in, but not control, any defense or settlement controlled by Sellers
pursuant to this Section
9.4(e), and Buyer shall bear its own costs and expenses with respect to
such participation.




(f)          
 Notwithstanding the foregoing, Buyer shall retain control over the defense
of any Third Party Claim as it relates to the Retained Environmental Obligations
as well as any action required by a Governmental Authority as it relates to the
Retained Environmental Obligations.  After Closing, Buyer shall
promptly commence such curative efforts and remedial actions to address the
Retained Environmental Obligations, the cost and expenses of which will be
covered by the Escrow Deposit.  Sellers shall assist in such effort
with Buyer and any third party consultants who have advised Buyer with respect
to this Agreement and such Retained Environmental Obligations.


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(g)           Furthermore,
Buyer may not enter into any compromise or settlement of such Third Party Claim
or incur any expense related to the Retained Environmental Obligations if
indemnification is to be sought hereunder, without the express written consent
of the Sellers’ Representative, which will not be unreasonably
withheld.




9.5.           Waiver of Consequential
Damages.  Except as provided in Section 9.6 below,
with respect to any and all Losses for which indemnification may be available
hereunder, each party hereby expressly waives any consequential, indirect and
special damages with respect to a claim against the other party hereto;
provided, however, that this waiver shall not apply to the extent such
consequential, indirect or special damages are awarded in a Proceeding brought
or asserted by a third party against an Indemnified Party.




9.6.           Damages for Lost
Profits.




(a)           Notwithstanding
anything in this Agreement to the contrary, in the event that (i) a Buyer
Indemnified Party has a “Qualified Indemnification Claim” (as defined below),
and (ii) the facts or circumstances forming the basis of such Qualified
Indemnification Claim either result in the termination of a Material Contract by
the other party thereto, or otherwise prohibit the Company from performing its
obligations under a Material Contract, then the parties agree that “Losses”
incurred by the Buyer Indemnified Party shall include those profits that would
have otherwise been realized by the Company under the respective Material
Contract during the period of non-performance (or following termination), which
shall in no event exceed the term of such Material Contract (“Lost
Profits”).  For the avoidance of doubt, Lost Profits shall not
be subject to limitation in any manner on account of the waiver of consequential
damages referenced in Section 9.5
above.




(b)           In
the event there is a Qualified Indemnification Claim that could reasonably be
expected to result in Lost Profits, Buyer shall be obligated to take Reasonable
Efforts to mitigate the amount of any such Lost Profits.




(c)           In
the event that, following the procedures set forth in Section 9.4, it is
determined that the Buyer Indemnified Party has asserted a Qualified
Indemnification Claim and may be entitled to Lost Profits hereunder, the Buyer
and the Sellers’ Representative shall use their Reasonable Efforts for a period
of thirty (30) days to mutually agree on the amount of the respective Lost
Profits.  If, following such thirty (30) day period, Buyer and the
Sellers’ Representative are unable to agree on the amount of the Lost Profits,
then within ten (10) days thereafter, the matter shall be submitted to a panel
of three arbitrators (the “Arbitration
Panel”).  Each of Buyer and the Sellers’ Representative shall
select one member of the Arbitration Panel, who will then select the third
member.  If the arbitrators selected by the Buyer and Sellers’
Representative cannot agree on a third arbitrator, the third arbitrator shall be
selected by the rules of the American Arbitration Association.  In
submitting the dispute to the Arbitration Panel, the Buyer and the Sellers’
Representative shall each prepare a detailed statement in support of their
calculation of the Lost Profits, including impact of any mitigation
efforts.  The Arbitration Panel shall then determine the amount of any
Lost Profits by choosing between the statement prepared by the Buyer or the
statement prepared by the Sellers’


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(d)           Representative,
and shall not have authority to select any alternate calculation.  The
vote of two members of the Arbitration Panel shall be determinative, and shall
not require a unanimous decision.  The decision of the Arbitration
Panel shall be in writing, and shall be binding on the parties.  The
Arbitration Panel shall have the discretion to require the non-prevailing party
to pay the costs associated with the arbitration and the attorneys’ fees of the
prevailing party.  Otherwise, the costs associated with the
arbitration shall be borne equally by the Buyer and the Sellers.




(e)           For
purposes of this Agreement, the term “Qualified Indemnification Claim” shall be
limited to situations in which a Buyer Indemnified Party is entitled to
indemnity under (x) Section 9.2(b) based
on a breach of Section
4.9(c) (Enforceability of Contracts), Section 4.12
(Environmental Matters), Section 4.13
(Compliance with Laws), the last sentence of Section 4.17(c)
(Condition of Assets), or Section 4.24
(Pipeline Easements and Rights of Way); (y) Section 9.2(c)
(Special Indemnity Agreement); or (z) Section 9.2(d) of
this Agreement (Retained Litigation and Retained Environmental
Obligations).




(f)           The
parties agree that this Section 9.6 relates
only to the measure of Losses in certain limited situations following a
Qualified Indemnification Claim, and that it does not otherwise expand the
rights and remedies of a Buyer Indemnified Party hereunder.




9.7.           Waiver of Other
Representations.




(a)           EXCEPT
THOSE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS AGREEMENT OR IN ANY
CERTIFICATE OR WRITTEN STATEMENT FURNISHED, OR TO BE FURNISHED TO BUYER PURSUANT
TO THIS AGREEMENT OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY,
NEITHER SELLERS NOR ANY OF THEIR AFFILIATES OR REPRESENTATIVES HAS MADE OR IS
MAKING ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR
IN EQUITY, IN RESPECT OF THE COMPANY ITS BUSINESS OR ANY OF ITS ASSETS,
LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS
FOR ANY PARTICULAR PURPOSE, OR WITH RESPECT TO ANY FINANCIAL PROJECTIONS OR
FORECASTS RELATING TO THE COMPANY, AND ANY SUCH OTHER REPRESENTATION AND
WARRANTIES ARE HEREBY DISCLAIMED.




(b)           EXCEPT
AS OTHERWISE EXPRESSLY PROVIDED HEREIN, THE SELLERS’ INTERESTS IN THE COMPANY
AND ITS ASSETS ARE BEING TRANSFERRED THROUGH THE SALE OF THE INTERESTS “AS IS,
WHERE IS, WITH ALL FAULTS,” AND SELLERS EXPRESSLY DISCLAIM ANY REPRESENTATIONS
OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, AS TO THE CONDITION,
VALUE OR QUALITY OF THE COMPANY AND ITS ASSETS OR THE PROSPECTS (FINANCIAL OR
OTHERWISE), RISKS AND OTHER INCIDENTS OF THE COMPANY AND ITS
ASSETS.


-57-




9.8.           Exclusive
Remedy.  The indemnifications and remedies set forth in this
Agreement shall, from and after the Closing, constitute the sole and exclusive
remedies of the Parties with respect to any breach of representation or warranty
or non-performance, partial or total, of any covenant or agreement contained in
this Agreement; provided
that nothing in this Section
9.8 shall prevent either Party from seeking (i) injunctive or equitable
relief, including, but not limited to specific performance, in pursuit of its
indemnification claims or remedies under this Agreement; or (ii) an appropriate
remedy arising out of or related to a Party’s fraud or criminal
activity.




9.9.           Valuation of Escrow
Indemnity Claims.  In the event that an indemnity claim
pursuant to this Article IX requires
that the Parties direct a disbursement of the Escrow Deposit to a Buyer
Indemnified Party, then for purposes of valuing the Buyer Units to be disbursed
from the Escrow Deposit, such Buyer Units shall be valued at the average closing
price reported by the NASDAQ Global Select Market for the three-day period
ending with the disbursement date as quoted in The Wall Street
Journal.




ARTICLE
X.


TERMINATION




10.1.         Termination.  At any
time prior to the Closing, this Agreement may be terminated and the transactions
contemplated hereby abandoned:




(a)           by
the mutual consent of Buyer and Sellers as evidenced in writing signed by each
of Buyer and Sellers;




(b)           by
Buyer, if there has been a breach by Sellers or the Company of any
representation, warranty or covenant contained in this Agreement that has
prevented the satisfaction of any condition to the obligations of Buyer at the
Closing and, if such breach is of a character that it is capable of being cured,
such breach has not been cured by Sellers or the Company within thirty (30) days
after written notice thereof from Buyer;




(c)           by
Sellers, if there has been a breach by Buyer of any representation, warranty or
covenant contained in this Agreement that has prevented the satisfaction of any
condition to the obligations of Sellers at the Closing and, if such breach is of
a character that it is capable of being cured, such breach has not been cured by
Buyer within thirty (30) days after written notice thereof from
Sellers;




(d)           by
either Buyer or Sellers if any Governmental Authority having competent
jurisdiction has issued a final, non-appealable order, decree, ruling or
injunction (other than a temporary restraining order) or taken any other action
permanently restraining, enjoining or otherwise prohibiting the transactions
contemplated by this Agreement; or




(e)           by
either Buyer or Sellers, if the transactions contemplated hereby have not been
consummated by October 31, 2008, provided
that neither Buyer nor Sellers will be entitled to terminate this Agreement
pursuant to this Section
10.1(e) if such Person’s breach of this Agreement has prevented the
consummation of the transactions contemplated by this
Agreement.


-58-




10.2.        Effect
of Termination.  If
this Agreement is terminated under Section
10.1, all further obligations of the Parties under this Agreement will
terminate without further liability or obligation of either Party to the other
Parties hereunder; provided,
however, that no Party will be released from liability hereunder if this
Agreement is terminated and the transactions abandoned by reason of (a) failure
of such Party to have performed its material obligations under this Agreement or
(b) any material misrepresentation made by such Party of any matter set forth in
this Agreement.  Nothing in this Section
10.2 will relieve any Party to this Agreement of liability for breach of
this Agreement occurring prior to any termination, or for breach of any
provision of this Agreement that specifically survives termination
hereunder.  The Confidentiality Agreement shall not be affected by a
termination of this Agreement.




ARTICLE
XI.


MISCELLANEOUS




11.1.         Notices.  All
notices and other communications between the Parties shall be in writing and
shall be deemed to have been duly given when (i) delivered in person, (ii) five
(5) days after posting in the United States mail having been sent registered or
certified mail return receipt requested or (iii) delivered by telecopy and
promptly confirmed by delivery in person or post as aforesaid in each case, with
postage prepaid, addressed as follows:




(a)
            If
      to Buyer, to:




Eagle
      Rock Energy Partners, L.P.


16701
      Greenspoint Park Drive, Suite 200


Houston,
      Texas  77060


Fax:  (281)
      408-1399


Attention:  Joseph
      A. Mills, Chief Executive Officer





and





Eagle
      Rock Energy Partners, L.P.


16701
      Greenspoint Park Drive, Suite 200


Houston,
      Texas  77060


Fax:  (281)
      715-4142


Attention:  Charles
      C. Boettcher, General Counsel





with
      a copy to:




Thompson
      & Knight, LLP


333
      Clay Street, Suite 3300


Houston,
      TX  77002


Fax:  (713)
      654-1871


Attention:  Barry
      Davis, Esq.


-59-




(b)
            If
      to Sellers, to:




c/o
      John E. O’Shea, Jr.


4809
      Holly St.


Bellaire,
      Texas 77401


Fax:  (713)
      660-5580


with
      a copy to:




Locke
      Lord Bissell & Liddell, LLP


600
      Travis Street, Suite 3400


Houston,
      Texas 77002


Fax  (713)
      223-3717


Attention:
      Gregory C. Hill, Esq.




or to
such other address or addresses as the Parties may from time to time designate
in writing.




11.2.         Assignment.  Except
as provided below, no Party shall assign this Agreement or any part hereof
without the prior written consent of the other Party, which consent will not be
unreasonable withheld, conditioned or delayed.  Subject to the
foregoing, this Agreement shall be binding upon and inure to the benefit of the
Parties and their respective permitted successors and assigns.  The
foregoing notwithstanding, immediately prior to Closing, Buyer shall assign this
Agreement to a newly formed Affiliate that is a Delaware limited liability
company; provided,
however, that such assignment shall not release Buyer from its
obligations under this Agreement.




11.3.         Rights of Third
Parties.  Except for the provisions of Article IX, which are
intended to be enforceable by the Persons respectively referred to therein,
nothing expressed or implied in this Agreement is intended or shall be construed
to confer upon or give any Person, other than the Parties, any right or remedies
under or by reason of this Agreement.




11.4.         Expenses.  Except
as otherwise expressly provided herein (including, without limitation, Section 6.4), each
Party shall bear its own expenses incurred in connection with this Agreement and
the transactions contemplated hereby whether or not such transactions shall be
consummated, including all fees of its legal counsel, financial advisers and
accountants.




11.5.        
Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.  Any facsimile copies hereof or signature hereon shall,
for all purposes, be deemed originals.




11.6.         Entire Agreement.  This
Agreement (together with the Disclosure Schedules, the exhibits to this
Agreement and any and all documents and agreements to be delivered in connection
with the Closing of the transaction contemplated herein) and the Confidentiality
Agreement constitute the entire agreement among the Parties and supersede any
other agreements, whether written or oral, that may have been made or entered
into by or among any of the Parties or any of their respective Affiliates
relating to the transactions contemplated hereby.


-60-


11.7.         Disclosure
Schedule.  Unless the context otherwise requires, all
capitalized terms used in the Disclosure Schedule shall have the respective
meanings assigned in this Agreement.  No reference to or disclosure of
any item or other matter in the Disclosure Schedule shall be construed as an
admission or indication that such item or other matter is material or that such
item or other matter is required to be referred to or disclosed in the
Disclosure Schedule.  No disclosure in the Disclosure Schedule
relating to any possible breach or violation of any agreement or Law shall be
construed as an admission or indication that any such breach or violation exists
or has actually occurred.  The inclusion of any information in the
Disclosure Schedule shall not be deemed to be an admission or acknowledgment by
Sellers, in and of itself, that such information is material to or outside the
ordinary course of the business of the Company or required to be disclosed on
the Disclosure Schedule.




11.8.         Amendments.  This
Agreement may be amended or modified in whole or in part, and terms and
conditions may be waived, only by a duly authorized agreement in writing which
makes reference to this Agreement executed by each Party.




11.9.         Publicity.  All
press releases or other public communications or filings of any nature
whatsoever relating to the transactions contemplated by this Agreement, and the
method of the release for publication thereof, shall be subject to the prior
written consent of Buyer and Sellers, which consent shall not be unreasonably
withheld, conditioned or delayed by such Party; provided, however, that
nothing herein shall prevent a Party from publishing such press releases or
other public communications as is necessary to satisfy such Party’s obligations
at Law or under the rules of any stock or commodities exchange after
consultation with the other Party.




11.10.      
Severability.  If
any provision of this Agreement is held invalid or unenforceable by any court of
competent jurisdiction, the other provisions of this Agreement shall remain in
full force and effect.  The Parties further agree that if any
provision contained herein is, to any extent, held invalid or unenforceable in
any respect under the Laws governing this Agreement, they shall take any actions
necessary to render the remaining provisions of this Agreement valid and
enforceable to the fullest extent permitted by Law and, to the extent necessary,
shall amend or otherwise modify this Agreement to replace any provision
contained herein that is held invalid or unenforceable with a valid and
enforceable provision giving effect to the intent of the Parties to the greatest
extent legally permissible.




11.11.       Governing Law; Jurisdiction,




(a)           This
Agreement shall be governed and construed in accordance with the Laws of the
State of Texas, without regard to the Laws that might be applicable under
conflicts of Laws principles.




(b)           The
Parties agree that the appropriate, exclusive and convenient forum for any
disputes between any of the Parties hereto arising out of this Agreement or the
transactions contemplated hereby shall be in any state or federal court in
Houston, Texas, and each of the Parties hereto irrevocably submits to the
jurisdiction of such courts solely in respect of any legal proceeding arising
out of or related to this Agreement.  The Parties further agree that
the Parties shall not bring suit with respect to any disputes arising out of
this Agreement or the transactions contemplated hereby in any court or
jurisdiction other than the above specified courts.  The Parties
further agree, to the extent permitted by Law, that a final and nonappealable
judgment against a Party in any action or proceeding contemplated above shall be
conclusive and may be enforced in any other jurisdiction within or outside the
United States by suit on the judgment, a certified or exemplified copy of which
shall be conclusive evidence of the fact and amount of such
judgment.  Except to the extent that a different determination or
finding is mandated due to the applicable Law being that of a different
jurisdiction, the Parties agree that all judicial determinations or findings by
a state or federal court in Houston, Texas with respect to any matter under this
Agreement shall be binding.


-61-




(c)           To
the extent that any Party hereto has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, each such party hereby
irrevocably (i) waives such immunity in respect of its obligations with respect
to this Agreement and (ii) submits to the personal jurisdiction of any court
described in Section
11.11(b).




(d)           THE
PARTIES HERETO AGREE THAT THEY HEREBY IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY
JURY IN ANY ACTION TO ENFORCE OR INTERPRET THE PROVISIONS OF THIS
AGREEMENT.




11.12.       Consent of
Sellers.  By execution of this Agreement, each Seller hereby
consents to the sale of the Interests owned by the other Sellers pursuant to the
terms set forth herein, as required by the Organizational Documents of the
Company.






[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


-62-


IN
WITNESS WHEREOF this Agreement has been duly executed and delivered by each of
the Parties as of the date first above written.





MILLENNIUM
      MIDSTREAM PARTNERS L.P.:By
      MMP GP, LLC, its General PartnerBy:
                                          /s/ John E. O’Shea,
      PresidentSELLERS:MMP GP,
    LLCBy:
                                          /s/ John E. O’Shea,
      ManagerMME
      UNIT HOLDINGS, LLCBy:
                                          /s/ John E. O’Shea,
      ManagerKAYNE
      ANDERSON ENERGY DEVELOPMENT COMPANYBy:
                                          /s/ James C. Baker, Executive Vice
      PresidentTORTOISE
      CAPITAL RESOURCES CORPORATIONBy:
                                          /s/ Ed Russell,
      PresidentWFC
      HOLDINGS CORPORATIONBy:
                                          /s/ Gilbert Shen, Vice
      PresidentBUYER:EAGLE
      ROCK ENERGY PARTNERS, L.P.By:
                                          EAGLE ROCK ENERGY GP, L.P., its
      general partnerBy:
                                          EAGLE ROCK ENERGY G&P, LLC,
      its general partnerBy:
                                          /s/ Alfredo Garcia, Senior Vice
      President, Corporate
Development





AMENDMENT
NO. 1


TO
THE


PARTNERSHIP
INTEREST PURCHASE AGREEMENT





THIS
AMENDMENT NO. 1 TO THE PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Amendment”), dated as of
October 1, 2008, is entered into by and among Millennium Midstream Partners,
L.P., a Delaware limited partnership (“MMP”), each owner of the
partnership interests of MMP (“Sellers”) and Eagle Rock
Energy Partners, L.P., a Delaware limited partnership (“Buyer”).  Defined
terms used herein, but not otherwise defined, shall have such meanings as are
set forth in the Purchase Agreement (defined below).




RECITALS:




WHEREAS,
reference is herein made to that certain Partnership Interest Purchase Agreement
by and among MMP, Sellers and Buyer dated September 11, 2008 (the “Purchase
Agreement”);




WHEREAS,
MMP, Sellers and Buyer wish to amend the Purchase Agreement as necessary to
include any damage to the assets of MMP and certain affiliated companies from
Hurricane Ike as part of the Retained Hurricane Repair Obligation of MMP and
Sellers; and




WHEREAS,
MMP, Sellers and Buyer, who constitute all of the parties to the Purchase
Agreement, desire to amend the Purchase Agreement as set forth herein in
accordance with Section 11.8 of the Purchase Agreement.




AGREEMENT:




NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, MMP, Sellers and Buyer hereby
agree as follows:




1.         
  Amendment
to Article I of the Purchase Agreement.  The following
definitions are hereby added to Article I of the Purchase
Agreement:




“HurricaneIkeDamages”
has the meaning provided such term in Section 2.5(b).




“HurricaneIkeRepairObligation” has the meaning provided such term in Section
2.5(b)




“HurricaneGustavDamages”
has the meaning provided such term in Section
2.5(a).




“HurricaneGustavRepairObligation” has the meaning provided such term in Section
2.5(a).


-1-


2.            
Amendmentto Section 2.5of the Purchase
Agreement.  Section 2.5 of the Purchase Agreement is hereby
amended and restated in its entirety by the following:




2.5           Hurricane Repair
Obligations.




(a)           The
Parties acknowledge that certain assets of the Company, including, but not
limited to, the Yscloskey and Terrebonne plants, incurred damages caused by
Hurricane Gustav in 2008 (“Hurricane Gustav
Damages”).  The Parties agree that the actual cost required to
repair any such Hurricane Gustav Damages, as set forth in an appropriate
“authorization for expenditure” delivered to the Company by the operator for the
Company’s non-operated assets will be considered a “Retained
Hurricane Gustav Repair Obligation” for purposes of this Agreement and
shall be governed by the indemnification provisions set forth in Article IX hereof and
shall be excluded from the adjustments to the Purchase Price as described in
Section
2.3.  Furthermore, the Parties agree that Buyer, from and after
Closing, shall promptly pay all repair expenses attributable to the Company for
Hurricane Gustav Damages as set forth in an appropriate “authorization for
expenditure” delivered to the Company by the operator of such
assets.  Buyer may, thereafter, make claims against the Escrow Deposit
in accordance with the provisions set forth in Article IX hereof for
the amount of such Hurricane Gustav Damages.  If the amount of such
claims exceeds, either individually or in the aggregate, the cash portion of the
Escrow Deposit, Buyer may, at its sole election, either (i) retain any and all
insurance proceeds recoverable from or on account of such Hurricane Gustav
Damages or (ii) satisfy the balance of such claim with Buyer Units held in the
Escrow Deposit valued as described in Article
IX.  In the event Buyer makes an election under (ii) above, all
insurance proceeds recoverable from or on account of such Hurricane Gustav
Damages shall be delivered to the Escrow Agent and shall become part of the
Escrow Deposit as governed by Article IX and the
Escrow Agreement, as applicable.  Notwithstanding the forgoing, all
business interruption insurance proceeds paid or payable to the Company
recoverable from or on account of such Hurricane Gustav Damages for the period
prior to the Effective Time shall be remitted by the Company to the Sellers’
Representative, for distribution to the Sellers.  All business
interruption insurance proceeds paid or payable to the Company recoverable from
or on account of such Hurricane Gustav Damages for the period after the
Effective Time shall be retained by the Company and/or Buyer in Buyer’s sole
discretion.  Any deductible days under such business interruption
insurance shall be for the account of the Sellers.  Buyer shall use
its Reasonable Efforts to collect any and all property and business interruption
insurance.


-2-


(b)           The
Parties acknowledge that certain assets of the Company, including, but not
limited to, the Yscloskey and Terrebonne plants, incurred damages caused by
Hurricane Ike in 2008 (“Hurricane Ike
Damages”, and collectively, with Hurricane Gustav Damages, the “Hurricane
Damages”).  The Parties agree that the actual cost required to
repair any such Hurricane Ike Damages, as set forth in an appropriate
“authorization for expenditure” delivered to the Company by the operator for the
Company’s non-operated assets or as determined in good faith by Buyer for the
Company’s operated assets, will be considered a “Retained
Hurricane Ike Repair Obligation”, and collectively with Retained
Hurricane Gustav Obligation, the “Retained
Hurricane Repair Obligation”) for purposes of this Agreement and shall be
governed by the indemnification provisions set forth in Article IX hereof and
shall be excluded from the adjustments to the Purchase Price as described in
Section
2.3.  Furthermore, the Parties agree that Buyer, from and after
Closing, shall promptly pay all repair expenses attributable to the Company for
Hurricane Ike Damages as set forth in an appropriate “authorization for
expenditure” delivered to the Company by the operator of such
assets.  Buyer may, thereafter, make claims against the Escrow Deposit
in accordance with the provisions set forth in Article IX hereof for
the amount of such Hurricane Ike Damages, subject to offset for any insurance
proceeds recoverable from or on account of such Hurricane Ike
Damages.  Notwithstanding the forgoing, all business interruption
insurance proceeds paid or payable to the Company recoverable from or on account
of such Hurricane Ike Damages for the period prior to the Effective Time shall
be remitted by the Company to the Sellers’ Representative, for distribution to
the Sellers.  All business interruption insurance proceeds paid or
payable to the Company recoverable from or on account of such Hurricane Damages
for the period after the Effective Time shall be retained by the Company and/or
Buyer in Buyer’s sole discretion.  Any deductible days under such
business interruption insurance shall be for the account of the
Sellers.  Buyer shall use its Reasonable Efforts to collect any and
all property and business interruption insurance.




3.         
  Amendment
to Section 6.8 of the Purchase Agreement.  Section 6.8 of the
Purchase Agreement is hereby amended and restated in its entirety by the
following:




Section
6.8.  Director and Officer
Indemnification.  For a period of not less than six (6) years
after the Closing Date, Buyer shall cause the Organizational Documents of MMP
and each MMP Affiliate Company to continue to include the same provisions
concerning the exculpation, indemnification, advancement of expenses to and
holding harmless of, all past and present employees, officers, agents and
directors of such entity for acts or omissions occurring at or prior to the
Closing as are contained in such documents as of the date of execution of this
Agreement, and Buyer shall cause MMP and each MMP Affiliate Company to honor
jointly and severally all such provisions, including making any indemnification
payments and expense advancements thereunder.  If any indemnifiable
claim is asserted or made within such six (6) year period, all rights to
indemnification and advancement of expenses in respect of such claim shall
continue to the extent currently permitted under the relevant entity’s
Organizational Documents until such claim is disposed of or all orders in
connection with such claim are fully satisfied.  The foregoing
provisions of this section shall not apply with respect to any breaches of
representations, warranties, or covenants under this Agreement by the Company or
any Seller whether or not the period of survival of such breached
representation, warranty or covenant shall have expired under this
Agreement.  The Company shall also purchase, prior to the Closing, a
run-off policy with respect to the Company’s current Director and Officer
Insurance Policy, in order to extend such policy’s claims coverage (for periods
prior to the Closing) for 6 years after the Closing
Date.  Notwithstanding the foregoing, in the event that a Seller
brings a claim alleging fraud, willful misconduct or gross negligence against
any person who was an employee, officer, agent or director of MMP or any MMP
Affiliate Company prior to the Closing based on an act or omission of such
person occurring prior to the Closing, then the indemnification obligations of
Buyer, MMP and/or the respective MMP Affiliate Company shall be limited to the
coverage available under the run-off policy referenced in the prior sentence
cover such claim, provided that the employee, officer, agent or director
requesting such coverage shall be responsible for paying (or reimbursing the
Buyer, MMP or the respective MMP Affiliate Company for) any deductible under
such run-off policy.


-3-


4.         
  Ratification.  The
Purchase Agreement, as hereby amended, is ratified and confirmed in all respects
and shall continue in full force and effect in all respects in its original
form, except as modified and amended hereby.




5.           
GoverningLaw.   This
Amendment is governed and construed in accordance with the Laws of the State of
Texas, without  regard to the Laws that might be applicable under
conflicts of Laws principles.  The Parties hereto agree that the
appropriate, exclusive and convenient forum for any disputes between any of the
Parties hereto arising out of this Amendment or the transactions contemplated
hereby shall be in any state or federal court in Houston, Texas, and each of the
Parties hereto irrevocably submits to the jurisdiction of such courts solely in
respect of any legal proceeding arising out of or related to this
Amendment.  The Parties further agree that the Parties shall not bring
suit with respect to any disputes arising out of this Amendment or the
transactions contemplated hereby in any court or jurisdiction other than the
above specified courts.  The Parties further agree, to the extent
permitted by Law, that a final and nonappealable judgment against a party in any
action or proceeding contemplated above shall be conclusive and may be enforced
in any other jurisdiction within or outside the United States by suit on the
judgment, a certified or exemplified copy of which shall be conclusive evidence
of the fact and amount of such judgment.  Except to the extent that a
different determination or finding is mandated due to the applicable Law being
that of a different jurisdiction, the Parties hereto agree that all judicial
determinations or findings by a state or federal court in Houston, Texas with
respect to any matter under this Amendment shall be binding.  To the
extent that any party hereto has or hereafter may acquire any immunity from
jurisdiction of any court or from any legal process (whether through service or
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property, each such party hereby
irrevocably (i) waives such immunity in respect of its obligations with respect
to this Amendment and (ii) submits to the personal jurisdiction of any court
described above.  THE PARTIES HERETO AGREE THAT THEY HEREBY
IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION TO ENFORCE OR
INTERPRET THE PROVISIONS OF THIS AMENDMENT.


-4-


6.        
   Counterparts.  This
Amendment may be executed in multiple counterparts, each of which when so
executed shall be deemed an original and all of which shall constitute one and
the same agreement.






[Remainder
of Page Intentionally Left Blank]


-5-


IN
WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the
Partnership Interest Purchase Agreement as of the day and year first above
written.




MILLENNIUM
      MIDSTREAM PARTNERS, L.P.By:
                                    MMP
      GP, LLC, its General PartnerBy:
                                    /s/
      John O’Shea, Jr.Name:
                                    John
      O’Shea, Jr.Title:
                                    President
 
  MMP
      GP, LLCBy:
                                /s/
      John O’Shea, Jr.Name:
                                John
      O’Shea, Jr.Title:
                                Manager
 
  MME
      UNIT HOLDINGS, LLCBy:
                                /s/
      John O’Shea, Jr.Name:
                                John
      O’Shea, Jr.Title:
                                Manager
 
  WFC
      HOLDINGS CORPORATIONBy:
                                /s/
      Gilbert ShenName:
                                Gilbert
      ShenTitle:
                                Vice
      President
 
  TORTOISE
      CAPITAL RESOURCES CORPORATIONBy:
                                /s/
      Ed RussellName:
                                Ed
      RussellTitle:
                                President
 
  KAYNE
      ANDERSON ENERGY DEVELOPMENT COMPANYBy:
                                /s/
      James C. BakerName:
                                James
      C. BakerTitle:
                                Executive
      Vice President
 
  EAGLE
      ROCK ENERGY PARTNERS, L.P.By:
                                Eagle
      Rock Energy GP, L.P., its General PartnerBy:
                                Eagle
      Rock Energy G&P, LLC, its General PartnerBy:
                                /s/
      Joseph A. MillsName:
                                Joseph
      A. MillsTitle:
                                Chief
      Executive Officer