Common use of Lock-up Period; Lock-up Letters Clause in Contracts

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 60 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of the Representative Representatives on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the Partnership to cause AMHthe Underwriters in connection with the public offering contemplated by this Agreement, AMH II(B) the issuance and sale of Common Units, phantom units, restricted units and options by the Management Investors, and the executive officers Partnership to employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which such registration statement may also include Common Units of selling unitholders; provided, that (1) the Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the aforementioned 60-day period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock up provisions set forth in the form of letter attached as Exhibit C hereto. Each affiliate, executive officer and director of the General Partner, to Partner listed on Schedule IV shall furnish to the RepresentativeUnderwriters, prior to or on the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;C hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause AMHeach officer, AMH II, the Management Investors, director and the executive officers and directors affiliate of the General Partner, Company set forth on Schedule V hereto to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (such 180-day period, the “"Lock-Up Period”"), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and any Common Units issued pursuant to any employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of any options pursuant to any option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file make a demand for or cause exercise any right to cause, or otherwise attempt to cause, to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, foregoing in each case without the prior written consent of the Representative Xxxxxx Brothers Inc. on behalf of the Underwriters, and to cause AMHeach of the Directed Unit Participants, AMH Global Petroleum, Montello Oil, Xxxxx Holdings, Xxxxx Holdings II, the Management InvestorsChelsea Terminal, Sandwich Terminal and the each executive officers officer and directors director of the General Partner, Partner to furnish to the RepresentativeUnderwriters, prior to the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (hereto. Notwithstanding the “Lock-Up Agreements”); notwithstanding the foregoingforegoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeXxxxxx Brothers Inc., on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxx Fargo Securities, LLC; provided, however, that the Representative on behalf foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the UnderwritersPartnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to cause AMH, AMH IIemployees and directors of EPCO and its affiliates under the EPD Unit Purchase Plan, the Management InvestorsEnterprise Products 1998 Long-Term Incentive Plan, as amended, the Enterprise Products 2008 Long-Term Incentive Plan, as amended, and the EPCO, Inc. 2006 TPP Long-Term Incentive Plan, as amended, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Schedule IV, including each executive officers officer and directors director of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;C hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, Contributing Parties and the executive officers and directors of the General Partner, Partner to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP MLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP MLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of options awards pursuant to option plans existing on the date hereofWestern Gas Partners, LP 2008 Long-Term Incentive Plan, (B) the offer and sale of Common Units pursuant to the Equity Distribution Agreement, dated December 28, 2012, among the Partnership, the General Partner, Citigroup Global Markets Inc., UBS Securities LLC and Mitsubishi UFJ Securities (USA), Inc. and (C) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of RBC Capital Markets, LLC; provided, however, that the Representative foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on behalf of the UnderwritersExhibit A-1, and to cause AMH, AMH II, the Management Investors, and the including each executive officers and directors officer of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 90 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit benefits plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Xxxxxx Brothers Inc. and UBS Securities LLC; provided, however, that the foregoing restrictions do not apply to: (A) Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or restricted units, phantom units and options issued under the Long-Term Incentive Plan of the Partnership, and (B) Common Units to be issued by the Partnership in connection with acquisitions provided that, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 5(h) by executing a letter or letters substantially in the form of Exhibit C hereto. Each of GP Holdings, Penn Virginia Resource GP Corp. and each executive officer and director of the General Partner shall furnish to the Underwriters, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit C hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case for a period of 90 days from the date of the Prospectus, without the prior written consent of the Representative on behalf of the Underwriters, Xxxxxx Brothers Inc. and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;UBS Securities LLC.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 180 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, unit purchase plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Xxxxxx Brothers Inc. on behalf of the Underwriters, other than in connection with the public offering contemplated hereby. The General Partner shall cause each executive officer and to cause AMH, AMH II, the Management Investors, and the executive officers and directors director of the General Partner, Partner to furnish to the RepresentativeUnderwriters, prior to the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoinghereto, if pursuant to which each such person shall agree not to, directly or indirectly, (1) during offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the last 17 days of disposition by any person at any time in the Lock-Up Period, the Partnership future of) any Common Units or ARLP issues an earnings release securities convertible into or material news or a material event relating to the Partnership occurs exchangeable for Common Units or (2) prior enter into any swap or other derivatives transaction that transfers to the expiration another, in whole or in part, any of the Lock-Up Periodeconomic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case for a period of 180 days from the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day date of the Lock-Up PeriodProspectus, then without the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration prior written consent of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, Xxxxxx Brothers Inc. on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 60th day after from the date of the Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans or employee benefit plans existing on the date hereof), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or Units, securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representative, on behalf of the Underwriters, and except that the NRP Parties may transfer such securities to cause AMH, AMH II, the Management Investors, and the executive officers and directors affiliates of the General PartnerPartner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions of this Section 6(a)(viii) by executing and delivering to the Representative a letter or letters substantially in the form of Exhibit A hereto, and (b) the Partnership may issue Common Units in connection with acquisitions provided that, in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 6(a)(viii)by executing and delivering to the Representative a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth on Schedule 4 hereto shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for A) For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 6(a)(xi) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative Barclays Capital Inc. on behalf of the Underwriters, ; and (B) to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, each person or entity listed on Annex 1 to furnish to the RepresentativeRepresentatives, on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, EPOLP and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a an executed letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (such 180-day period, the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and any Common Units issued pursuant to any employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of any options pursuant to any option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file make a demand for or cause exercise any right to cause, or otherwise attempt to cause, to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, foregoing in each case without the prior written consent of the Representative Representatives, on behalf of the Underwriters; provided, however, that the forgoing will not apply to the offer for sale, sale or other issuance of Common Units or other securities to Duke Energy Field Services, LLC or any of its subsidiaries provided that any such recipient of Common Units or other securities enters into an agreement with the Underwriters substantially in the form of Exhibit A hereto, and to cause AMH, AMH II, the Management InvestorsDEFS, and the each executive officers officer and directors director of the General PartnerPartner and DCP Midstream GP, LLC to furnish to the RepresentativeUnderwriters, prior to the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (hereto, and to cause each of the “Lock-Up Agreements”); notwithstanding Directed Unit Participants to furnish to Citigroup Global Markets Inc., prior to the foregoingFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto. Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock"LOCK-Up Period”UP PERIOD"), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause AMHeach officer, AMH II, director and unitholder of the Management Investors, and the executive officers and directors of Partnership or the General Partner, as applicable, to furnish to the Representative, Representative prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock"LOCK-Up Agreements”UP AGREEMENTS"); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP APL issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP APL announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersBarclays Capital Inc., and to cause AMH, AMH II, the Management Investors, LP Corp and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP PVR issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 60 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of options awards pursuant to option plans existing on the date hereofWestern Gas Partners, LP 2008 Long-Term Incentive Plan and (B) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.; provided, however, that the Representative foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on behalf of the UnderwritersExhibit A-1, and to cause AMH, AMH II, the Management Investors, and the including each executive officers and directors officer of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 90th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMHeach officer, AMH II, the Management Investors, director and the executive officers and directors affiliate of the General Partner, NuStar GP set forth on Schedule III hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than (A) the Units and Common Units or securities convertible into or exchangeable for Common Units granted or issued pursuant to employee benefit plans, qualified option plans or other employee or director compensation plans or arrangements existing on the date hereof, or (B) Common Units granted to Xxxxx X. Xxxxx as disclosed in the Pricing Disclosure Package), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership being the record holder of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives, on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, Partner and the unitholders of the Partnership set forth on Schedule 2 hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a an executed letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs occurs, or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Barclays Capital Inc.; provided, however, that the Representative on behalf foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the UnderwritersPartnership to the Underwriters in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to cause AMH, AMH IIemployees and directors of Enterprise Products and its affiliates under the Enterprise Unit Purchase Plan, the Management InvestorsEnterprise Products 1998 Long-Term Incentive Plan, as amended, the Enterprise Products 2008 Long-Term Incentive Plan, as amended, and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP, or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which registration statement may also include Common Units of selling unitholders; provided, that (1) the Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the Lock-Up Period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock-up provisions set forth in the form of letter attached as Exhibit C hereto. Each person listed on Schedule IV, including each executive officers officer and directors director of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;C hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Partnership, or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Credit Suisse Securities (USA) LLC on behalf of the Underwriters; provided, however, that the foregoing shall not apply to (i) the grant, issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of NuStar GP under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of May 1, 2011, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan, or (ii) sales of Common Units to the Partnership to satisfy tax withholding obligations under the NuStar GP, LLC Third Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of May 1, 2011, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan (provided that any report filed under Section 16 of the Exchange Act in connection with such transaction shall indicate that the disposition was the result of tax withholding); and to cause AMHeach officer, AMH II, the Management Investors, director and the executive officers and directors affiliate of the General Partner, NuStar GP set forth on Schedule IV hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;and

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 90 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case without the prior written consent of the Representative on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby or (B) Common Units, phantom units, restricted units and options to be issued by the Partnership to employees and directors of Enterprise Products Company and its affiliates under the Enterprise Products 1998 Long-Term Incentive Plan. Enterprise Products Company, Enterprise Products Delaware Holdings L.P., Duncan Family 2000 Trust (formerly Enterprise Products 2000 Rabbi Trusx), Xxncan Family 1998 Trust (formerly Enterprise Products 1998 Unit Optiox Xxxxt), Enterprise Products 1999 Unit Option Trust and each executive officer and director of the General Partner shall furnish to the Underwriters, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit C hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case for a period of 90 days from the date of the Prospectus, without the prior written consent of the Representative on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 90th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMHeach officer, AMH II, the Management Investors, director and the executive officers and directors affiliate of the General Partner, NuStar GP set forth on Schedule III hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, NuStar Holdings or the Partnership or ARLP issues an earnings release or material news or a material event relating to NuStar GP Holdings or the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, NuStar Holdings or the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h4(a)(ix) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “"Lock-Up Period”"), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants, restricted units or rights), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, Contributing Parties and the executive officers and directors of the General Partner, Partner to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “"Lock-Up Agreements”"); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMHGP Corp, AMH IIKanawha, the Management Investors, LP Corp and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP PVR issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersXxxxx Fargo, and to cause AMH, AMH II, the Management Investors, General Partner and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, on or prior to the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMHeach officer, AMH II, the Management Investors, director and the executive officers and directors of the General Partner, securityholder set forth on Schedule II hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A B hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;writing The Lock-Up Period will not apply to the following:

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 180 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit benefits plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, and (B) Common Units to be issued by the Partnership to non-employee directors as described in the Prospectus or restricted units, phantom units and options issued under the Long-Term Incentive Plan of the Partnership. Each executive officer and director of the General Partner shall furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit D hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Units (including Directed Units, if any) or securities convertible into or exchangeable for Common Units or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units (including Directed Units, if any), whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative Xxxxxx Brothers Inc. on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 45th day after from the date of the Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans or employee benefit plans existing on the date hereof), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or Units, securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of the Representative Representatives, on behalf of the Underwriters, and except that (a) the NRP Parties may transfer such securities to cause AMH, AMH II, the Management Investors, and the executive officers and directors affiliates of the General PartnerPartner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions of this Section 5(a)(viii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, (b) after the first to occur of (x) the full exercise of the Underwriters’ option to purchase up to an additional 1,275,000 Common Units described in Section 2(b) below and (y) the expiration of the 30th day after the date of the Prospectus, the Partnership may enter into an equity distribution or similar agreement for sales of securities through an “at the market offering,” as such term is defined in Rule 415 of the 1933 Act, and issue Common Units or Preferred Units under such agreement or its existing equity distribution agreement through the Partnership’s effective registration statement on Form S-3 (Registration No. 333-183314) and (c) the Partnership may issue Common Units in connection with acquisitions provided that, in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 5(a)(viii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth on Schedule 4 hereto shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Partnerships (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Lxxxxx Brothers Inc., on behalf of the Underwriters, and to cause AMHEl Paso, AMH IIMLP GP, the Management Investors, Holdings and the executive officers and directors of the General Partner, MLP GP to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or lettersan executed letter, substantially in the form of Exhibit A B hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, Lxxxxx Brothers Inc. on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 90 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case without the prior written consent of the Representatives on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby or (B) Common Units, phantom units, restricted units and options to be issued by the Partnership to employees and directors of Enterprise Products Company and its affiliates under the Enterprise Products 1998 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan. Enterprise Products Company, Enterprise Products Delaware Holdings L.P., Duncan Family 2000 Trust, Duncan Family 1998 Trust, EPOLP 1999 Trust axx xxxh executive officer xxx xxrector of the General Partner shall furnish to the Underwriters, prior to the Delivery Date, a letter or letters, substantially in the form of Exhibit C hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Units or securities convertible into or exchangeable for Common Units or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case for a period of 90 days from the date of the Prospectus, without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than (A) the grant of options awards pursuant to option plans existing on the date hereofWestern Gas Partners, LP 2008 Long-Term Incentive Plan, (B) the offer and sale of Common Units pursuant to the Equity Distribution Agreement, dated December 28, 2012, among the Partnership, the General Partner, Citigroup Global Markets Inc., UBS Securities LLC and Mitsubishi UFJ Securities (USA), Inc. and (C) the issuance of Common Units to Anadarko Petroleum Corporation or its affiliates as full or partial consideration for any sale or contribution of assets to the Partnership, provided that the Underwriters have received lock-up agreements from such sellers substantially in the form of Exhibit A and provided further that the number of Common Units issued is no more than 5% of the Common Units then outstanding), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units (other than any registration statement on Form S-8 or any other securities of the Partnership as otherwise excepted from this lock-up provision) or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Deutsche Bank Securities Inc.; provided, however, that the Representative foregoing restrictions do not apply to: the issuance and sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated by this Agreement; provided, that the Western Gas Parties shall otherwise remain subject to the restrictions set forth in this Section 4(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder. Each person listed on behalf of the UnderwritersExhibit A-1, and to cause AMH, AMH II, the Management Investors, and the including each executive officers and directors officer of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 90th day after the date of the Prospectus (the “"Lock-Up Period”"), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, each officer and the executive officers and directors director of the General Partner, Company set forth on Schedule V hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “"Lock-Up Agreements”"); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 45 days from the date of the Prospectus (the “Lock-Up Period”)Prospectus, not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)Units, or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf Underwriter; provided, however, that the foregoing restrictions do not apply to: (A) the issuance and sale of Common Units by the UnderwritersPartnership to the Underwriter in connection with the public offering contemplated by this Agreement, (B) the issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to cause AMH, AMH II, the Management Investors, and the executive officers employees and directors of EPCO and its affiliates under the EPCO Employee Unit Purchase Plan, the Enterprise Products 1998 Long-Term Incentive Plan and the Enterprise Products GP, LLC 1999 Long-Term Incentive Plan, including sales pursuant to “cashless-broker” exercises of options to purchase Common Units in accordance with such plans as consideration for the exercise price and withholding taxes applicable to such exercises, (C) the issuance and sale of Common Units issued pursuant to the Partnership’s DRIP or (D) the filing of a “universal” shelf registration statement on Form S-3, including both debt and equity securities, and any amendments thereto, which such registration statement may also include Common Units of selling unitholders; provided, that (1) the Enterprise Parties shall otherwise remain subject to the restrictions set forth in this Section 5(i) with respect to any Common Units or any securities convertible into, or exercisable or exchangeable for, Common Units registered thereunder, (2) such registration statement and amendments if so filed shall contain only a generic and undetermined plan of distribution with respect to such securities during the aforementioned 45-day period, and (3) any selling unitholders registering Common Units under such registration statement shall agree in writing to be subject to the lock up provisions set forth in the form of letter attached as Exhibit C hereto. Each affiliate, executive officer and director of the General Partner, to Partner listed on Schedule IV shall furnish to the RepresentativeUnderwriter, prior to or on the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;C hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 90th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, each officer and the executive officers and directors director of the General Partner, Company set forth on Schedule V hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Company or the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership Company occurs or (2) prior to the expiration of the Lock-Up Period, the Company or the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for A) For a period commencing on the date hereof and ending on the 180th 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and (w) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (x) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representative a letter or letters substantially in the form of Exhibit A hereto, (y) pursuant to currently outstanding options, warrants or rights, or (z) pursuant to the Partnership’s Distribution Reinvestment Plan), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative Barclays Capital Inc. on behalf of the Underwriters, ; and (B) to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, each person or entity listed on Annex 1 to furnish to the Representative, Barclays Capital Inc. on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, EPOLP and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a an executed letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h4(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after of 180 days from the date of the Prospectus (the “Lock-Up Period”)this Prospectus, not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit benefits plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), or (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or rights of ownership of such Common Units, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc. on behalf of the Underwriters; provided, however, that the foregoing restrictions do not apply to: (A) the sale of Common Units by the Partnership to the Underwriters in connection with the public offering contemplated hereby, (B) Common Units to be issued by the Partnership under employee incentive plans described in the Prospectus or upon the exercise of options issued under such employee incentive plans, and (C) up to 1,500,000 Common Units to be issued by the Partnership in connection with acquisitions provided that, (1) such issuance is made pursuant to Section 5.7(b) of the Partnership Agreement and (2) the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 5(i) by executing a letter or letters substantially in the form of Exhibit D hereto. Each executive officer and director of the General Partner shall furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit D hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Units or securities convertible into or exchangeable for Common Units or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case for a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative Xxxxxx Brothers Inc. on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, to furnish to the Representative, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereofhereof and filed with the Commission), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof and filed with the Commission) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives on behalf of the Underwriters, and to cause AMHGP Corp, AMH IIKanawha, the Management Investors, LP Corp and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP PVR issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h5(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 45th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Partnership, or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Citigroup Global Markets Inc. on behalf of the Underwriters; provided, however, that the foregoing shall not apply to (i) the grant, issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of NuStar GP under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of April 1, 2007, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan, or (ii) sales of Common Units to the Partnership to satisfy tax withholding obligations under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of April 1, 2007, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan (provided that any report filed under Section 16 of the Exchange Act in connection with such transaction shall indicate that the disposition was the result of tax withholding); and to cause AMHeach officer, AMH II, the Management Investors, director and the executive officers and directors affiliate of the General Partner, NuStar GP set forth on Schedule IV hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;and

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (such 180-day period, the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and any Common Units issued pursuant to any employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of any options pursuant to any option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file make a demand for or cause exercise any right to cause, or otherwise attempt to cause, to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, foregoing in each case without the prior written consent of the Representative Representatives, on behalf of the Underwriters, and to cause AMH, AMH II, the Management InvestorsDEFS, and the each executive officers officer and directors director of the General PartnerPartner and DCP Midstream GP, LLC to furnish to the RepresentativeUnderwriters, prior to the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (hereto, and to cause each of the “Lock-Up Agreements”); notwithstanding Directed Unit Participants to furnish to Citigroup Global Markets Inc., prior to the foregoingFirst Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto. Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) the preceding paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day date 45 days after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common TEPPCO Units or securities convertible into into, or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof)TEPPCO Units, or sell or grant options, rights or warrants with respect to any Common TEPPCO Units or securities convertible into or exchangeable for Common TEPPCO Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common TEPPCO Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common TEPPCO Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common TEPPCO Units or securities convertible, exercisable or exchangeable into Common TEPPCO Units or any other securities of the Partnership or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives, provided, however, that the Partnership may (A) issue and sell the Units to the Underwriters in connection with the public offering contemplated by this Agreement, (B) file or participate in the filing of a registration statement with the Commission in respect of TEPPCO Units or securities convertible into or exercisable or exchangeable for TEPPCO Units under any employee unit option plan, employee unit ownership plan or other employee benefit or incentive plan or distribution reinvestment plan, (C) issue or sell TEPPCO Units or securities convertible into or exercisable or exchangeable for TEPPCO Units under any such plan and (D) issue or sell TEPPCO Units to the TEPPCO Employee Partnership pursuant to the Unit Purchase Agreement. Each person listed on behalf of the UnderwritersSchedule V, including each executive officer and to cause AMH, AMH II, the Management Investors, and the executive officers and directors director of the General Partner, to shall furnish to the RepresentativeUnderwriters, prior to or on the Initial First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;C hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership Partnerships (other than any registration statement on Form S-8 or Form S-4) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Lxxxxx Brothers Inc., on behalf of the Underwriters, and to cause AMHEl Paso, AMH IIMLP GP, the Management Investors, Holdings and the executive officers and directors of the General Partner, MLP GP to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or lettersan executed letter, substantially in the form of Exhibit A B hereto (the “Lock-Up Agreements”); notwithstanding provided, that, the foregoingforegoing shall not apply with respect to (a) the issuance of Common Units in connection with the public offering contemplated hereby, (b) issuances of Common Units, or securities convertible into or exercisable or exchangeable for Common Units, pursuant to a Form S-4 in connection with a business combination or acquisition, provided, that, such issuances not exceed 5% of the total number of outstanding common units and the recipient agrees to hold the balance of any Common Units sold pursuant to a Form S-4 for the remainder of the Lock-Up Period; Notwithstanding the foregoing paragraph, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, Lxxxxx Brothers Inc. on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for A) For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and (x) Common Units issued pursuant to employee benefit plans, qualified unit option plans or other employee compensation plans existing on the date hereof, (y) Common Units issued in connection with any acquisition; provided, that in connection with such issuance, the seller(s) agrees in writing to be bound by the provisions of this Section 5(a)(xi) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, or (z) or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units or securities convertible into or exchangeable for Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of register any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case case, without the prior written consent of the Representative Barclays Capital Inc. on behalf of the Underwriters, ; and (B) to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, each person or entity listed on Annex 1 to furnish to the Representative, Representatives on or prior to the Initial Delivery Datedate hereof (except as indicated on Annex 1), a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;hereto.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersBarclays Capital Inc., and to cause AMH, AMH II, the Management Investors, GP Corp and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP PVR issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeBarclays Capital Inc., on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof and other than the filing of a registration statement, on or after the 30th day after the date of the Prospectus, registering for resale not more than 523,122 Common Units owned by Alliance Management Holdings III, LLC (“AMH III”) and any amendments thereto) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the Underwriters, Barclays Capital Inc.; and to cause AMHARLP SGP, AMH II, the Management Investors, III and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A D hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options grants pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any Registration Statement on Form S-8 relating to a plan existing on the date hereof) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative on behalf of the UnderwritersUnderwriter, and to cause AMH, AMH II, the Management Investors, GP Corp and the executive officers and directors of the General Partner, Partner to furnish to the RepresentativeUnderwriter, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A C hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP PVR issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP PVR announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h6(a)(viii) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, Underwriter waives such extension in writing;.

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than (A) the Units and Common Units or securities convertible into or exchangeable for Common Units issued pursuant to employee benefit plans, qualified option plans or other employee or director compensation plans or arrangements existing on the date hereof or (B) purchases of Common Units in open market transactions following the completion of the Offering and transfers of such Common Units to employees, officers or director by employee benefit plans, qualified option plans or other employee or director compensation plans or arrangements existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership (other than any registration statement on Form S-8) or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Representatives, on behalf of the Underwriters, and to cause AMH, AMH II, the Management Investors, and the executive officers and directors of the General Partner, Partner and the unitholders of the Partnership set forth on Schedule 2 hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a an executed letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs occurs, or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) paragraph shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the RepresentativeRepresentatives, on behalf of the Underwriters, waives waive such extension in writing;

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 60th day after the date of the Prospectus (the “Lock-Up Period”), not to, directly or indirectly, (1) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Offered Units and Common Units issued pursuant to employee benefit plans, option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options pursuant to option plans existing on the date hereof), (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3) file or cause to be filed a registration statement, including any amendments, with respect to the registration of any Common Units or securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of the Representative Xxxxxx Xxxxxxx & Co. Incorporated on behalf of the Underwriters; provided, however, that the foregoing shall not apply to (i) the grant, issuance and sale of Common Units, phantom units, restricted units and options by the Partnership to employees and directors of NuStar GP under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of April 1, 2007, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan, or (ii) sales of Common Units to satisfy tax withholding obligations under the NuStar GP, LLC Second Amended and Restated 2000 Long-Term Incentive Plan, amended and restated as of April 1, 2007, and the NuStar GP, LLC Amended and Restated Employee Unit Incentive Plan; and to cause AMHeach officer, AMH II, the Management Investors, director and the executive officers and directors affiliate of the General Partner, NuStar GP set forth on Schedule IV hereto to furnish to the RepresentativeRepresentatives, prior to the Initial Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;and

Lock-up Period; Lock-up Letters. Except as contemplated by the Purchase and Exchange Agreement and the respective dissolutions of AMH and AMH II, and except for any Family Transfer (as defined in the Lock-Up Agreements), for For a period commencing on the date hereof and ending on the 180th 90th day after from the date of the Prospectus (the “Lock-Up Period”), not tothe NRP Parties shall not, directly or indirectly, (1i) offer for sale, sell sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any other Common Units or securities convertible into or exchangeable for Common Units (other than the Units and Common Units issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans existing on the date hereofhereof or pursuant to currently outstanding options, warrants or rights), or sell or grant options, rights or warrants with respect to any Common Units or securities convertible into or exchangeable for Common Units (other than the grant of options or restricted units pursuant to option plans or employee benefit plans existing on the date hereof), (2ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Units, whether any such transaction described in clause (1i) or (2ii) above is to be settled by delivery of Common Units or other securities, in cash or otherwise, (3iii) file or cause to be filed a registration statement, including any amendments, statement with respect to the registration of any Common Units or Units, securities convertible, exercisable or exchangeable into Common Units or any other securities of the Partnership or (4iv) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of each of the Representative Representatives, on behalf of the Underwriters, and except that the NRP Parties may transfer such securities to cause AMH, AMH II, the Management Investors, and the executive officers and directors affiliates of the General PartnerPartner or Managing General Partner provided that such affiliates agree in writing to be bound by the foregoing restrictions of this Section 5(a)(vii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto, and (b) the Partnership may issue Common Units in connection with acquisitions provided that, in connection with such issuance, the recipients of such Common Units agree in writing to be bound by the foregoing restrictions of this Section 5(a)(vii) by executing and delivering to the Representatives a letter or letters substantially in the form of Exhibit A hereto. Each executive officer and director of the Managing General Partner and each unitholder of the Partnership set forth on Schedule 4 hereto shall furnish to the RepresentativeUnderwriters, prior to or on the Initial Delivery Datedate of this Agreement, a letter or letters, substantially in the form of Exhibit A hereto (the “Lock-Up Agreements”); notwithstanding the foregoing, if (1) during the last 17 days of the Lock-Up Period, the Partnership or ARLP issues an earnings release or material news or a material event relating to the Partnership occurs or (2) prior to the expiration of the Lock-Up Period, the Partnership or ARLP announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-Up Period, then the restrictions imposed in this Section 5(a)(h) shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the announcement of the material news or the occurrence of the material event, unless the Representative, on behalf of the Underwriters, waives such extension in writing;.