Common use of Purchase of the Units by the Underwriters Clause in Contracts

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, and the Selling Unitholder agrees to sell the Peabody Units, to the Underwriters, and the Underwriters agree to purchase such Firm Units. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option Units. Such option is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership UnitsFirm Units to the several Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase such the number of Firm UnitsUnits set forth opposite that Underwriter's name in Schedule 1 hereto. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 750,000 Option Units. Such option is granted for the purpose of covering over-allotments Units exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect (as such number may be increased pursuant to Section 9) bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 29.904 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership UnitsFirm Units to the several Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as the Representative may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,875,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I hereto. The respective purchase obligations hereto opposite the name of each such Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both 12,000,000 of the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 23.50 per Unitunit. The price of the 500,000 Firm Units sold to Craft shall be $25.00 per unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 1,387,500 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 41.11 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 1,500,000 Firm Units to the Partnership Units, several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units from the Partnership set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as the Representative may determine. In addition, the Partnership hereby grants to the Underwriters an option to purchase up to 502,500 225,000 Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more than the number of Firm Units in the offering and is exercisable as provided in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth on Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 37.343 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership UnitsFirm Units to the several Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representative may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,050,000 Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I hereto. The respective purchase obligations hereto opposite the name of each such Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 17.39 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Underwriters may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 [ ] Option Units. Such option is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit Common Unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 [ ] per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, and the Selling Unitholder agrees to sell the Peabody Units, Firm Units to the several Underwriters, and each of Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,350,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more than the number of Firm Units in the offering and is exercisable as provided in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 20.13 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 7,500,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Partnership that number of Firm Units set forth opposite the name of such Firm UnitsUnderwriter in Schedule 1. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,125,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for the account of (subject to such adjustments to eliminate fractional Common Units as the Underwriters in may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 14.55 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, and the Selling Unitholder agrees to sell the Peabody Units, 2,300,000 Firm Units to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 attached hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional LP Units, as the Underwriters may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 an additional 345,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more LP Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each of the Underwriters, severally and not jointly, agrees to purchase the number of Option Units shall be purchased severally for the account of (subject to such adjustments to eliminate fractional LP Units as the Underwriters in may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters its name in Schedule I hereto. The respective purchase obligations of each Underwriter with respect 1 attached hereto bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 42.864 per Unitunit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership UnitsFirm Units to the several Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,950,000 Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I hereto. The respective purchase obligations hereto opposite the name of each such Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 [___] per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 6,000,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 900,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I heretohereto opposite the name of such Underwriter bears to the total number of Firm Units. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted price payable by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of for both the Firm Units and any Option Units shall be is $50.01 32.46 per Unitunit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 40,000,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 6,000,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I heretohereto opposite the name of such Underwriter bears to the total number of Firm Units. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted price payable by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of for both the Firm Units and any Option Units shall be is $50.01 21.9995 per Unit. The purchase price payable by the Underwriters for any Option Units purchased by the Underwriters shall be $21.9995 per Unit less an amount equal to any dividends or distributions declared by the Partnership and the Selling Unitholder shall payable on each Firm Unit but not be on such Option Units being purchased. The Partnership is not obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Partnership Units, and the Selling Unitholder agrees to sell the Peabody Units, to the Underwriters, and the Underwriters agree to purchase such number of Firm UnitsUnits set forth opposite that Underwriter’s name in Schedule I hereto. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 an aggregate of 750,000 Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more common units than the number of Firm Units in the offering and is exercisable as provided in Section 5 4 hereof. The Option Units shall be purchased severally for the account of the Underwriters in proportion to the aggregate number of Firm Units set forth opposite the respective names name of such Underwriters Underwriter in Schedule I hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit Unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 36.0192 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the aggregate number of Firm Units from the Partnership set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as the Representatives may determine. In addition, the Partnership Selling Unitholder grants to the Underwriters an option to purchase up to 502,500 any or all of the Option Units. Such option (the "Option") is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 hereof. The Option Units shall be purchased severally for the account of the Underwriters in proportion to the aggregate number of Firm Units set forth opposite the respective names name of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 47.655 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined)Date, as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 3,400,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 510,000 additional Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 21.75 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 12,500,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,875,000 additional Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I heretohereto opposite the name of such Underwriter bears to the total number of Firm Units. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted price payable by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of for both the Firm Units and any Option Units shall be is $50.01 21.20625 per Unit. The Partnership and the Selling Unitholder shall is not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 1,200,000 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price total number of both the Firm Units and any Option Units shall be $50.01 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided hereinUnits.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership UnitsFirm Units to the several Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,950,000 Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I hereto. The respective purchase obligations hereto opposite the name of each such Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 19.74 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 8,750,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,312,500 Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 17.2975 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 8,800,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Partnership that number of Firm Units set forth opposite the name of such Firm UnitsUnderwriter in Schedule 1. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,320,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for the account of (subject to such adjustments to eliminate fractional Common Units as the Underwriters in may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 15.63 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the aggregate number of Firm Units from the Partnership set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 any or all of the Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. The Option Units shall be purchased severally for the account of the Underwriters in proportion to the aggregate number of Firm Units set forth opposite the respective names name of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 52.184 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined)Date, as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership UnitsFirm Units to the several Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase, the Underwriters agree to purchase such number of Firm UnitsUnits set forth opposite that Underwriter’s name in Schedule 1 hereto. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 525,000 Option Units. Such option is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I hereto. The respective purchase obligations of hereto (subject, in each Underwriter with respect case, to such adjustment as the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated Representatives may determine to purchase Option Units other than in 100 unit amountseliminate fractional units). The price of both the Firm Units and any Option Units shall be $50.01 37.92 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein. Delivery of any Units to be delivered on any Delivery Date (as hereinafter defined) shall be completed by the issuance and delivery in four consecutive deliveries, each equal to 25% of the total number of Firm Units set forth opposite each Underwriter’s name on Schedule 1 or, in the case of any Option Units, in four consecutive deliveries each equal to 25% of the total number of Option Units to be purchased by such Underwriter.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, and the Selling Unitholder agrees to sell the Peabody Units, 2,600,000 Firm Units to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite such Underwriter’s name in Schedule 1 attached hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional LP Units, as the Underwriters may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 an additional 390,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more LP Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each of the Underwriters, severally and not jointly, agrees to purchase the number of Option Units shall be purchased severally for the account of (subject to such adjustments to eliminate fractional LP Units as the Underwriters in may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters its name in Schedule I hereto. The respective purchase obligations of each Underwriter with respect 1 attached hereto bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 35.08 per Unitunit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 10,000,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 attached hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,500,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 attached hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 24.352 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 22,500,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 3,375,000 additional Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I heretohereto opposite the name of such Underwriter bears to the total number of Firm Units. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted price payable by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of for both the Firm Units and any Option Units shall be is $50.01 17.955 per Unit. The Partnership and the Selling Unitholder shall is not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 2,300,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 345,000 additional Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 26.49 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 1,275,000 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 49.890 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Underwriters may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 525,000 Option Units. Such option is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit Common Unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 [ ] per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 990,000 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 29.9219 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 2,437,500 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 18.80 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 1,687,500 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 47.660 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership Company agrees to sell 11,250,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Partnership Company grants to the Underwriters an option to purchase up to 502,500 1,687,500 Option Units. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit Unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 _____ per Unit. The Partnership and the Selling Unitholder Company shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 2,100,000 Firm Units to the Partnership Units, several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the aggregate number of Firm Units from the Partnership set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as Xxxxxx Brothers Inc. may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 an aggregate of 315,000 Option Units. Such option (the "Option") is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. The Option Units shall be purchased severally for the account of the Underwriters in proportion to the aggregate number of Firm Units set forth opposite the respective names name of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Xxxxxx Brothers Inc. so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit Unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, 5,300,000 Firm Units and the Selling Unitholder agrees to sell the Peabody 3,700,000 Firm Units, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Common Units, as the Representative may determine. In addition, the Partnership Selling Unitholder grants to the Underwriters an option to purchase up to 502,500 1,350,000 additional Option Units. Such option is granted for Each Underwriter agrees, severally and not jointly, to purchase the purpose number of covering over-allotments in Option Units (subject to such adjustments to eliminate fractional Common Units as the sale Representative may determine) that bears the same proportion to the total number of Firm Option Units and is exercisable to be sold on the applicable Option Units Delivery Date (as provided defined in Section 5 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to 5) as the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I heretohereto opposite the name of such Underwriter bears to the total number of Firm Units. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted price payable by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of both for the Firm Units and any Option Units shall be $50.01 37.4325 per Unit. The purchase price payable by the Underwriters for any Option Units purchased by the Underwriters shall be $37.4325 per Unit less an amount equal to any distributions declared by the Partnership and payable on each Firm Unit but not on such Option Units being purchased. The Partnership and the Selling Unitholder shall are not be obligated to deliver any of the Firm Units or Option Units, as applicable, to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 2,500,000 Firm Units to the Partnership Units, several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units from the Partnership set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as Xxxxxx Brothers Inc. may determine. In addition, the Partnership hereby grants to the Underwriters an option to purchase up to 502,500 375,000 Option Units. Such option (the "Option") is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. The Option Units shall be purchased severally for the account of the Underwriters in proportion to the aggregate number of Firm Units set forth opposite the respective names name of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Xxxxxx Brothers Inc. so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 35.906 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership Units, and the Selling Unitholder agrees to sell the Peabody UnitsFirm Units to the several Underwriters, to and each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase such the number of Firm UnitsUnits set forth opposite that Underwriter’s name in Schedule 1 hereto. In addition, the Partnership Selling Unitholder grants to the Underwriters an option to purchase up to 502,500 1,500,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 28.93 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 3,400,000 Firm Units to the Partnership Units, several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units from the Partnership set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional units, as Xxxxxx Brothers Inc. may determine. In addition, the Partnership hereby grants to the Underwriters an option to purchase up to 502,500 510,000 Option Units. Such option (the “Option”) is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. The Option Units shall be purchased severally for the account of the Underwriters in proportion to the aggregate number of Firm Units set forth opposite the respective names name of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Xxxxxx Brothers Inc. so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 38.06 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership Company agrees to sell 7,875,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Partnership Company grants to the Underwriters an option to purchase up to 502,500 1,181,250 Option Units. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit Unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 _____ per Unit. The Partnership and the Selling Unitholder Company shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defineddefined in Section 4), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 6,500,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 975,000 Option Units. Such option is granted for the purpose of covering over-allotments in the sale of Firm Units and is exercisable as provided in Section 5 4 hereof. Option Units shall be purchased severally for the account of the Underwriters in proportion to the number of Firm Units set forth opposite the respective names of such Underwriters in Schedule I 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Units shall be adjusted by the Underwriters Representatives so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit Unit amounts. The price of both the Firm Units and any Option Units shall be $50.01 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 1,800,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Partnership that number of Firm Units set forth opposite the name of such Firm UnitsUnderwriter in Schedule 1. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 270,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for the account of (subject to such adjustments to eliminate fractional Common Units as the Underwriters in may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 32.10 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell the Partnership UnitsFirm Units to the several Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm Units shall be rounded among the Underwriters to avoid fractional Units, as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,200,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 26.66 per Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Partnership agrees to sell 7,200,000 Firm Units to the Partnership Unitsseveral Underwriters, and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and the Underwriters agree not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Partnership that number of Firm Units set forth opposite the name of such Firm UnitsUnderwriter in Schedule 1. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 1,080,000 Option Units. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for the account of (subject to such adjustments to eliminate fractional Common Units as the Underwriters in may determine) that bears the same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units purchased by the Underwriters shall be $50.01 19.56 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Firm Units or Option Units to be delivered on the First applicable Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 1,050,000 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 36.48 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.

Purchase of the Units by the Underwriters. On the basis of the representations and warranties contained in, in and subject to the terms and conditions of, of this Agreement, the Partnership agrees to sell the Partnership Units, Firm Units to the several Underwriters and the Selling Unitholder agrees to sell the Peabody Units, to each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Units set forth opposite that Underwriter’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters agree with respect to purchase such the Firm UnitsUnits shall be rounded among the Underwriters to avoid fractional Common Units as the Representatives may determine. In addition, the Partnership grants to the Underwriters an option to purchase up to 502,500 Option 1,050,000 Common Units, severally and not jointly. Such option (the “Option”) is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more Common Units than the number of Firm Units in the offering and is exercisable as provided set forth in Section 5 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Units shall be purchased severally for (subject to such adjustments to eliminate fractional Common Units as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of Option Units to be sold on such Delivery Date as the number of Firm Units set forth in Schedule 1 hereto opposite the respective names name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Units shall be adjusted by the Underwriters so that no Underwriter shall be obligated to purchase Option Units other than in 100 unit amountstotal number of Firm Units. The price of both the Firm Units and any Option Units shall be $50.01 60.92 per Common Unit. The Partnership and the Selling Unitholder shall not be obligated to deliver any of the Units to be delivered on the First any Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Units to be purchased on such Delivery Date as provided herein.