JOINT FILING AGREEMENT

JOINT FILING AGREEMENT

     This Agreement is made this 15th day of January, 2009, by and between each of the undersigned.

     WHEREAS, each of the undersigned is required to file a Schedule 13D with respect to ownership of Common Units representing limited partner interests of Xxxxxx Partners, LP (the “Issuer”);

     NOW, THEREFORE, the undersigned agree to file only one Schedule 13D reflecting their combined beneficial ownership of Common Units of the Issuer, and each of the undersigned hereby designates and appoints Xxxxxxx X. Xxxxxxxx as its attorney-in-fact with full power of substitution for each of them, each acting singly, to sign, file and make any amendments to such Schedule 13D.

     This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

     IN WITNESS WHEREOF, each of the undersigned has executed this Joint Filing Agreement as of the date first written above.

	XXXXXX HOLDINGS GP, LP
	By:	Xxxxxx Partners GP Holdings, LLC, its general partner
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxx
		Title:	Chief Financial Officer, Vice President-Finance and Secretary
	XXXXXX PARTNERS GP HOLDINGS, LLC
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Name:	Xxxxxxx X. Xxxxxxxx
		Title:	Chief Financial Officer, Vice President-Finance and Secretary
	HH GP HOLDING, LLC
	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Sole Member
	/s/ Xxxxxx Xxxx
	Xxxxxx Xxxx

/s/ Xxxxxx X. Xxxxxxx  

Xxxxxx X. Xxxxxxx 

/s/ Xxxxxxx X. Xxxxxxxx  

Xxxxxxx X. Xxxxxxxx