SUBSCRIBE FOR OR TO PURCHASE, NOR ANY
RESTRICTION UPON THE VOTING OR TRANSFER OF, ANY PARTNERSHIP OR EQUITY INTERESTS
OF THE PARTNERSHIP.
NONE OF THE EXECUTION OF THIS AGREEMENT, THE FILING OF THE
REGISTRATION STATEMENT RELATING TO THE UNITS PURSUANT TO THE REGISTRATION RIGHTS
AGREEMENT NOR THE ISSUANCE OR SALE OF THE UNITS AS CONTEMPLATED BY THIS
AGREEMENT GIVES RISE TO ANY RIGHTS FOR OR RELATING TO THE REGISTRATION OF ANY
COMMON UNITS OR OTHER SECURITIES OF THE PARTNERSHIP OTHER THAN AS PROVIDED IN
THE PARTNERSHIP SEC DOCUMENTS.
THERE ARE NO OUTSTANDING OPTIONS OR WARRANTS TO
PURCHASE ANY COMMON UNITS.
SECTION 3.12
MLP STATUS.
THE PARTNERSHIP MET FOR THE TAXABLE
YEARS ENDED DECEMBER 31, 2005 AND 2006, AND THE PARTNERSHIP EXPECTS TO MEET FOR
THE TAXABLE YEAR ENDING DECEMBER 31, 2007, THE GROSS INCOME REQUIREMENTS OF
SECTION 7704(C)(2) OF THE CODE, AND ACCORDINGLY THE PARTNERSHIP IS NOT, AND DOES
NOT REASONABLY EXPECT TO BE, TAXED AS A CORPORATION FOR U.S. FEDERAL INCOME TAX
PURPOSES OR FOR APPLICABLE STATE TAX PURPOSES.
SECTION 3.13
OFFERING.
ASSUMING THE ACCURACY OF THE
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS CONTAINED IN THIS AGREEMENT,
THE SALE AND ISSUANCE OF THE UNITS PURSUANT TO THIS AGREEMENT ARE EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND NEITHER THE PARTNERSHIP
NOR, TO THE PARTNERSHIP'S KNOWLEDGE, ANY AUTHORIZED REPRESENTATIVE ACTING ON ITS
BEHALF HAS TAKEN OR WILL TAKE ANY ACTION THAT WOULD CAUSE THE LOSS OF SUCH
EXEMPTION.
9
SECTION 3.14
CERTAIN FEES.
NO FEES OR COMMISSIONS, OTHER THAN
THOSE PAYABLE TO CITIGROUP GLOBAL MARKETS INC. (OR ITS AFFILIATE), WILL BE
PAYABLE BY THE PARTNERSHIP TO BROKERS, FINDERS OR INVESTMENT BANKERS WITH
RESPECT TO THE SALE OF ANY OF THE UNITS OR THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
SECTION 3.15
NO SIDE AGREEMENTS.
EXCEPT FOR THE CONFIDENTIALITY
AGREEMENTS ENTERED INTO BY AND BETWEEN SOME OF THE PURCHASERS AND THE
PARTNERSHIP AND THE REGISTRATION RIGHTS AGREEMENT, THERE ARE NO OTHER AGREEMENTS
BY, AMONG OR BETWEEN THE PARTNERSHIP OR ITS AFFILIATES, ON THE ONE HAND, AND ANY
OF THE PURCHASERS OR THEIR AFFILIATES, ON THE OTHER HAND, WITH RESPECT TO THE
TRANSACTIONS CONTEMPLATED HEREBY NOR PROMISES OR INDUCEMENTS FOR FUTURE
TRANSACTIONS BETWEEN OR AMONG ANY OF SUCH PARTIES.
SECTION 3.16
AUTHORIZATION AND ENFORCEABILITY OF BASIC DOCUMENTS
AND OTHER AGREEMENTS.
THE PARTNERSHIP HAS ALL NECESSARY LIMITED PARTNERSHIP
POWER AND AUTHORITY TO EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER THE
BASIC DOCUMENTS AND THE ACQUISITION AGREEMENT TO WHICH IT IS A PARTY AND TO
CONSUMMATE THE TRANSACTIONS CONTEMPLATED THEREBY.
THE BASIC DOCUMENTS AND THE
ACQUISITION AGREEMENT HAVE BEEN DULY AUTHORIZED, VALIDLY EXECUTED AND DELIVERED
AND ARE VALID AND LEGALLY BINDING AGREEMENTS, ENFORCEABLE AGAINST THE
PARTNERSHIP IN ACCORDANCE WITH THEIR TERMS; PROVIDED THAT, WITH RESPECT TO EACH
SUCH AGREEMENT, THE ENFORCEABILITY THEREOF MAY BE LIMITED BY BANKRUPTCY,
INSOLVENCY, FRAUDULENT TRANSFER, REORGANIZATION, MORATORIUM AND SIMILAR LAWS
RELATING TO OR AFFECTING CREDITORS' RIGHTS GENERALLY AND BY GENERAL PRINCIPLES
OF EQUITY (REGARDLESS OF WHETHER SUCH ENFORCEABILITY IS CONSIDERED IN A
PROCEEDING IN