PARTNERSHIP INTERESTS 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 ”).

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:

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.

“ 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) .

“ 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.

“ 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.

“ 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.

“ 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.

“ 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.

“ 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.

“ 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.

“ 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.

(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.

2.1.            Purchase and Sale of Interests .  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 in Section 2.3 below, by wire transfer of immediately available funds to the accounts designated by Sellers and in the proportional amount per Seller as set forth in Schedule 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 to Section 2.2(c) .

(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 to Section 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 with Article IX of this Agreement, the adjustments set forth in Section 2.4 of this Agreement, and the escrow agreement attached as Exhibit C , and (ii) satisfy certain amounts owed by Sellers to Buyer pursuant to the special indemnity agreement attached as Exhibit 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 to Cash 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.

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(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-Closing Adjustments .

(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.

(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) .

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(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 (3 ^rd ) 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.

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.

(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.

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:

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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.

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.

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 on Schedule 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.

(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.

(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:

(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

(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 on Schedule 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

(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.

(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;

(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, cor