ASSIGNMENT AND ASSUMPTION AGREEMENT

1.  

Defined Terms .  Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Partnership Agreement.

2.  

Assignment .   Assignor hereby transfers, assigns, conveys and delivers to Assignee, effective as of the time Assignor actually receives the Purchase Price in accordance with Section 4 below, all of Assignor’s right, title and interest in and to the Purchased Units.  After taking into account such assignment of the Purchased Units to Assignee, Assignor retains and owns 73,850 GP Units (the “ Retained Units ”).

3.  

Assumption .  Assignee hereby agrees to assume and fully perform (and protect, defend and indemnify Assignor from and against) all obligations and liabilities arising out of or related to the Purchased Units under the Partnership Agreement on and after the Effective Date.

4.  

Purchase Price .  Simultaneously with the execution and delivery of this Agreement, Assignee shall pay to Assignor an amount equal to $63,000,000 (the “ Purchase Price ”) in exchange for the Purchased Units.  The Purchase Price shall be paid to Assignor in immediately available funds pursuant to the wire instructions set forth on Exhibit A attached hereto.

5.  

GP Unit Certificates .  Promptly following the execution and delivery of this Agreement and Assignor’s receipt of the Purchase Price in accordance with Section 4, each Party shall instruct the Partnership to (a) issue to Assignee a GP Unit certificate evidencing Assignee as the holder of the Purchased Units and (b) issue to Assignor a new GP Unit certificate evidencing Assignor as the holder of the Retained Units.  Assignor agrees to surrender to the Partnership its GP Unit certificate representing 126,500 GP Units against delivery to Assignor of a GP Unit certificate (issued to and in the name of Assignor and representing the Retained Units) properly executed and delivered by the Partnership.

6.  

Representations and Warranties .

(a)  

Representations and Warranties of Each Party .  Each Party hereby represents and warrants to other Party as follows as of the Effective Date:

(i)  

Organization; Existence and Good Standing .  Such Party is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own, lease and operate the properties and assets it currently owns, leases and operates and to carry on its business as such business is currently conducted.

(ii)  

Authority; Enforceability .  Such Party has the full limited liability company power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by such Party and the consummation of the transactions contemplated hereby, have been duly and validly authorized by such Party and no other limited liability company proceedings on the part of such Party are necessary to authorize this Agreement or to consummate the transactions contemplated hereby.  This Agreement is duly executed and delivered by such Party and, assuming the due authorization, execution and delivery by the other Party, this Agreement is the valid and binding agreement of such Party, and is enforceable against such Party in accordance with its terms, except as such enforceability may be limited by applicable 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 equity or at law).

(iii)  

No Violation; Consents and Approvals .  The execution, delivery and performance of this Agreement by such Party and the consummation by such Party of the transactions contemplated hereby do not (A) conflict with or violate any organizational document of such Party; (B) constitute a default (or an event that with notice or lapse of time or both would give rise to a default) under, or give rise to any right of termination, cancellation, amendment or acceleration (with or without notice, lapse of time or both) under any of the terms, conditions or provisions of any contract, note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which such Party is a party or by which any of its assets is bound, except to the extent that such default, termination, amendment, acceleration or cancellation right would not reasonably be expected to have a material adverse effect on the ability of such Party to perform its obligations under this Agreement; or (iii) violate or breach any Law applicable to such Party.  No declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority is necessary for the consummation by such Party of the transactions contemplated by this Agreement.

(iv)  

HSR .  Such Party is not required to make any filing under the HSR Act in connection with the transactions contemplated by this Agreement.

(b)  

Additional Representations and Warranties of Assignor .  Assignor hereby represents and warrants to Assignee that, as of immediately prior to the execution and delivery of this Agreement, (i) Assignor owned the Purchased Units, free and clear of any liens or encumbrances arising by, through or under Assignor but not otherwise, except (A) any liens or encumbrances imposed or created under the Partnership Agreement and (B) any restrictions under any applicable Law (including any applicable securities Law), and (ii) except as set forth in the Partnership Agreement, Assignor is not party to any (A) option, warrant, purchase right or other contract or commitment (other than this Agreement)