CDM Resource Partners L P Sample Contracts

7,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • November 9th, 2007 • CDM Resource Partners L P • Natural gas transmission • New York

This is to confirm the agreement among the Partnership, CDM RP GP, L.P. (the “General Partner”), a Delaware limited partnership and the general partner of the Partnership, CDM GP, LLC (“GP LLC”), a Delaware limited liability company and the general partner of the General Partner, CDMR Holdings, LLC (“Holdings”), a Delaware limited liability company and the sole member of GP LLC, and the Underwriters concerning the purchase of the Units from the Partnership by the Underwriters.

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