Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 5, 2015

NEW SOURCE ENERGY PARTNERS L.P.

(Exact name of registrant as specified in its charter)

Delaware

001-35809

38-3888132

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

914 North Broadway, Suite 230

Oklahoma City, Oklahoma 73102

(405) 272-3028

(Address of Principal Executive Offices, Including Zip Code)

Not Applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On May 5, 2015, New Source Energy Partners L.P. (the “Partnership”), together with its general partner, entered into an Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters (the “Underwriters”), relating to the public offering of 1,760,000 11.00% Series A Cumulative Convertible Preferred Units (the “Firm Units”) representing preferred equity interests in the Partnership (the “Preferred Units”) at a price to the public of $25.00 per Preferred Unit ($23.50 per Preferred Unit, net of underwriting discount). Pursuant to the Underwriting Agreement, the Partnership also granted the Underwriters a 30-day option to purchase up to an additional 264,000 Preferred Units to cover over-allotments (together with the Firm Units, the “Units”) on the same terms as the Firm Units. The Units have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement on Form S-3 (Registration No. 333-195129) of the Partnership, as supplemented by the Prospectus Supplement dated May 5, 2015 relating to the Units, filed with the Securities and Exchange Commission (“Commission”) pursuant to Rule 424(b) of the Securities Act on May 7, 2015. The Partnership will pay cumulative distributions in cash on the Preferred Units on a quarterly basis at a rate of $2.75 per unit, or 11.00% of the liquidation preference, per year. The offering is expected to close on May 8, 2015, subject to customary closing conditions. The net proceeds to the Partnership from the offering will be approximately $40.4 million, after deducting the underwriting discounts and estimated offering expenses. The Partnership intends to use all of the net proceeds from the offering to repay a portion of the indebtedness outstanding under its revolving credit facility.

The Underwriting Agreement contains customary representations, warranties and agreements by the Partnership, customary conditions to closing, indemnification obligations of the Partnership and the Underwriters, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.

In connection with the offering, Vinson & Elkins L.L.P. issued an opinion as to the legality of the Preferred Units to be sold in the offering, which opinion is filed as Exhibit 5.1 to this Current Report, and an opinion as to certain tax matters with respect to the offering, which opinion is filed as Exhibit 8.1 to this Current Report.

Relationships

The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Underwriters and their affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Partnership and its affiliates, for which they will receive customary fees and expenses. Robert W. Baird & Co. Inc. acted as financial advisor to the Partnership and its general partner in the acquisition by 2100 Energy LLC of an 18.4% limited liability company interest in the Partnership’s general partner.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



1.1		Underwriting Agreement by and among New Source Energy Partners L.P., New Source Energy GP, LLC, Stifel, Nicolaus & Company, Incorporated and the other underwriters named therein dated May 5, 2015.

5.1		Opinion of Vinson & Elkins L.L.P.

8.1		Opinion of Vinson & Elkins L.L.P., relating to tax matters.

23.1		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).

23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	New Source Energy Partners L.P.

	By:	New Source Energy GP, LLC,
		its general partner

Date: May 8, 2015	By:	/s/ Kristian B. Kos
	Name: Kristian B. Kos
	Title: Chairman and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

1.1		Underwriting Agreement by and among New Source Energy Partners L.P., New Source Energy GP, LLC, Stifel, Nicolaus & Company, Incorporated and the other underwriters named therein dated May 5, 2015.

5.1		Opinion of Vinson & Elkins L.L.P.

8.1		Opinion of Vinson & Elkins L.L.P., relating to tax matters.

23.1		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1 hereto).

23.2		Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1 hereto).

Exhibit 1.1

Execution Version

NEW SOURCE ENERGY PARTNERS L.P.

1,760,000 11.00% Series A Preferred Units

UNDERWRITING AGREEMENT

May 5, 2015

UNDERWRITING AGREEMENT

May 5, 2015

STIFEL, NICOLAUS & COMPANY, INCORPORATED

One South Street

Baltimore, Maryland 21202

As Representative of the Several Underwriters

Identified in Schedule I Hereto

Ladies and Gentlemen:

NEW SOURCE ENERGY PARTNERS L.P., a Delaware limited partnership (the “Partnership”), confirms its agreements with the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as the sole representative, with respect to the issuance and sale by the Partnership of a total of 1,760,000 11.00% Series A Cumulative Convertible Preferred Units (the “Preferred Units”), and the respective amounts of Preferred Units to be so purchased by the several Underwriters (the “Firm Units”) set forth opposite their names in Schedule I. The Partnership also proposes to grant to the Underwriters an option to purchase up to an additional 264,000 Preferred Units to cover over-allotments, if any (the “Option Units”). The Firm Units and the Option Units are hereinafter collectively referred to as the “Units.”

The Partnership is managed by New Source Energy GP, LLC, a Delaware limited liability company and the sole general partner of the Partnership (the “General Partner”, and together with the Partnership, collectively, the “Partnership Parties”).

The Partnership has prepared and filed, in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder, with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-195129), including a related base prospectus (the “Base Prospectus”), covering the registration of the issuance and sale of the Units under the Securities Act. The registration statement, as of any time, including the exhibits and documents filed as part thereof and information contained in the prospectus filed as part of the registration statement pursuant to Rule 424 or otherwise deemed to be part of the registration statement pursuant to Rule 430A or 430B under the Securities Act, is hereinafter referred to as the “Registration Statement”. The “Registration Statement” without reference to a time means the Registration Statement as of the time it was declared effective by the Commission. The Partnership shall on or before the second business day after the date of this Agreement file with or transmit for filing to, the Commission pursuant to Rule 424(b) under the Securities Act a final prospectus supplement in the form first made available to the Underwriters by the Partnership to meet requests of purchasers pursuant to Rule 173 under the Securities Act, (and together with the Base Prospectus, the “Prospectus”) that meets the requirements of Section 10(a) of the Securities Act. The term “Preliminary Prospectus,” as of any time, shall mean the preliminary prospectus supplement dated May 4, 2015 describing the offering of the Units, including the Base Prospectus and the documents incorporated by reference therein. All references to the Registration Statement, the Preliminary Prospectus, Prospectus, Time of Sale Prospectus and any other document includes all material incorporated by reference in such document.

For purposes of this Underwriting Agreement (this “Agreement”), “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act; “Time of Sale Prospectus” means the Preliminary Prospectus, together with the free writing prospectuses, if any, each identified in Schedule II-A hereto (each, a “Permitted Free Writing Prospectus”), other information conveyed to purchasers of the Units at or prior to the Time of Sale as set forth in Schedule II-B hereto and the final term sheet prepared and filed pursuant to Section 5(e) hereto; “Time of Sale” means 4:50 p.m. (Central Time) on the date of this Agreement; “Effective Date” means any date as of which any part of such registration statement relating to the Units became, or is deemed to have become, effective under the Securities Act in accordance with the rules and regulations thereunder; “road show” has the meaning set forth in Rule 433(h)(4) under the Securities Act, and “bona fide electronic road show” has the meaning set forth in Rule 433(h)(5) under the Securities Act. As used herein, “Section 5(d) Communication” means any oral or written communication that is made in reliance on Section 5(d) of the Securities Act by the Partnership or any person authorized to act on behalf of the Partnership to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Units; “Written Section 5(d) Communication” means any written communication (within the meaning of Rule 405 under the Securities Act) by the Partnership or any person authorized to act on behalf of the Partnership to one or more potential investors that are QIBs and/or IAIs, as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Units; and “Permitted Section 5(d) Communication” means any Written Section 5(d) Communication specifically authorized and approved by the Partnership to be made by the Representative.

1. Representations and Warranties of the Partnership Parties. Each of the Partnership Parties, jointly and severally, represents and warrants to and agrees with each of the Underwriters that:

(a) The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Preliminary Prospectus or any Permitted Free Writing Prospectus is in effect, and no proceedings for such purpose are pending before or, to the knowledge of the Partnership Parties, threatened by the Commission.

(b) (i) The Registration Statement did not, as of each Effective Date of the Registration Statement, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Registration Statement conforms and, at the Closing Date (as defined in Section 3) and each Option Closing Date (as defined in Section 2), will conform in all material respects with the Securities Act and the rules and regulations thereunder; (iii) the Preliminary Prospectus, when filed with the Commission pursuant to Rule 424(b) under the Securities Act, conformed in all material respects with the applicable requirements of

the Securities Act and the rules and regulations promulgated thereunder; (iv) the Time of Sale Prospectus at the Time of Sale did not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (v) each Permitted Free Writing Prospectus and the final term sheet prepared and filed pursuant to Section 5(e) hereto does not conflict with the information contained in the Registration Statement, any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus and was accompanied or preceded by the Preliminary Prospectus, to the extent required by Rule 433; (vi) each road show, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (vii) the Prospectus, as of its date, at the Closing Date and at each Option Closing Date, if any, will conform in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder, and, as of its date and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties set forth in this Section 1(b) do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus, any Preliminary Prospectus, any Permitted Free Writing Prospectus, any road show or the Prospectus or any amendments or supplements thereto based upon information relating to any Underwriter furnished to the Partnership in writing by such Underwriter through the Representative expressly for use therein, it being agreed that the only information furnished by the Underwriters to the Partnership expressly for use therein consists of the information described in Section 7(b) hereof.

(c) Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any Units by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Preliminary Prospectus, the Permitted Free Writing Prospectuses and/or any Permitted Section 5(d) Written Communication; the Partnership has not, directly or indirectly, prepared, used or referred to any free writing prospectuses, without the prior written consent of Stifel, Nicolaus & Company, Incorporated (“Stifel”), other than the Permitted Free Writing Prospectuses, any Permitted Section 5(d) Written Communication and road shows furnished or presented to the Representative before first use. Each Permitted Free Writing Prospectus has been prepared, used or referred to in compliance with Rules 164 and 433 under the Securities Act; each Permitted Free Writing Prospectus that the Partnership has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used or referred to by the Partnership complies or will comply in all material respects with the requirements of the Securities Act; and, to the Partnership’s knowledge, no free writing prospectus prepared by or on behalf of or used by any Underwriter contains any “issuer information” within the meaning of Rule 433(h)(2) under the Securities Act.

(d) The Partnership was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Units contemplated by this Agreement.

(e) To the Partnership’s knowledge, there are no affiliations or associations between (i) any member of the Financial Industry Regulatory Authority (“FINRA”) and (ii) the Partnership or any of the General Partner’s officers or directors or the Partnership’s 5% or greater security holders, except as disclosed in the Registration Statement (excluding the exhibits thereto), the Time of Sale Prospectus and the Prospectus.

(f) Each of the Partnership Parties has been duly formed and is validly existing as a limited partnership or limited liability company, as applicable, in good standing under the laws of the jurisdiction of its formation or organization, has full limited partnership or limited liability company, as applicable, power and authority to own its property and to conduct its business as described in the Registration Statement, Time of Sale Prospectus and Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not (i) have a material adverse effect on the assets, business, condition (financial or otherwise), results of operation or prospects of the Partnership Parties, taken as a whole, or (ii) prevent or materially interfere with consummation of the transactions contemplated hereby (the occurrence of any such effect, prevention, interference or result described in the foregoing clauses (i) or (ii) being herein referred to as a “Material Adverse Effect”).

(g) The General Partner has, and on the Closing Date and Option Closing Date, if any, will have, full limited liability company power and authority to act as the general partner of the Partnership in all material respects as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(h) This Agreement has been duly authorized, executed and delivered by the Partnership and the General Partner.

(i) As of the date hereof, the issued and outstanding partnership interests of the Partnership consist of 16,558,236 Common Units (as defined in the Partnership Agreement) (including Common Units issued pursuant to that certain Exchange Agreement, dated April 27, 2015 between the Partnership and the General Partner (the “Exchange Agreement”)), 2,205,000 Subordinated Units (as defined in the Partnership Agreement), a non-economic General Partner Interest (as defined in the Partnership Agreement), no Preferred Units and certain incentive distribution rights described in the Partnership Agreement.

(j) The Units to be sold by the Partnership have been duly authorized for issuance and sale to the Underwriters pursuant to this Agreement and, when issued and delivered by the Partnership in accordance with the terms of this Agreement against

payment of the consideration set forth herein, will be validly issued and fully paid (to the extent required by the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended from time to time (as so amended, the “Partnership Agreement”) and non-assessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act).

(k) The Units, when issued and delivered in accordance with the terms of the Partnership Agreement and this Agreement against payment therefor as provided therein and herein, will conform in all material respects to the description thereof contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(l) Except as described in the Time of Sale Prospectus and the Prospectus, there are no (i) preemptive rights or other rights to subscribe for or to purchase, nor any restriction upon the voting or transfer of, any equity securities of the Partnership Parties or (ii) outstanding options or warrants to purchase any securities of the Partnership Parties. Except as described in the Time of Sale Prospectus and the Prospectus, neither the filing of the Registration Statement nor the offering or sale of the Units as contemplated by this Agreement gives rise to any rights for or relating to the registration of any Preferred Units or other securities of the Partnership.

(m) Neither the execution and delivery by the Partnership or General Partner of, nor the performance by the Partnership or General Partner of its obligations under, this Agreement will conflict with, contravene, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any assets of the Partnership or General Partner pursuant to, or constitute a default under (i) any statute, law, rule, regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over the Partnership or General Partner; (ii) the formation, governance or other organizational documents of the Partnership or General Partner; or (iii) any contract, agreement, obligation, covenant or instrument to which the Partnership or General Partner (or any of their respective assets) is subject or bound, except for such liens, charges or encumbrances that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership or General Partner to consummate any transactions provided for in this Agreement.

(n) No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the New York Stock Exchange (“NYSE”)), or approval of the Partnership’s unitholders, is required in connection with the issuance and sale of the Units or the consummation of the transactions contemplated hereby, other than (i) registration of the issuance and sale of the Units under the Securities Act, which has been effected, (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters, (iii) under the FINRA Conduct Rules, (iv) consents that

have been, or prior to the Closing Date, will be obtained, (v) consents that, if not obtained, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or materially impair the ability of the Partnership Parties to consummate the transactions contemplated hereby or (vi) consents described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(o) There are no actions, suits, claims, investigations or proceedings (collectively, “Actions”) pending or, to the Partnership’s or General Partner’s knowledge, threatened or contemplated to which the Partnership or General Partner or any of their respective directors or officers is or would be a party or of which any of the Partnership’s assets is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE), other than such Actions that are accurately described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or such Actions that, if resolved adversely to the Partnership or General Partner, would not, individually or in the aggregate, have a Material Adverse Effect. There are no Actions that are required to be described in the Time of Sale Prospectus and the Prospectus and are not so described. There are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.

(p) The Partnership is not, and after giving effect to the offering and sale of the Units and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

(q) The Partnership’s securities are not rated by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act.

(r) The accountants who certified the financial statements and supporting schedules included in the Registration Statement are an independent registered public accounting firm as required by the Securities Act and the applicable rules and regulations thereunder.

(s) The historical financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related notes and schedules, present fairly in all material respects the financial position of the Partnership as of the dates indicated and the results of operations, cash flows and changes in partners’ equity of the Partnership as of the dates and for the periods specified and have been prepared in compliance with the requirements of Regulation S-X of the Securities Act in all material respects and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved (except as otherwise noted therein); the pro forma adjustments or data included in the Registration Statement,

the Time of Sale Prospectus and the Prospectus, if any, comply with the applicable accounting requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the assumptions used in the preparation of such pro forma adjustments and data are reasonable, the pro forma adjustments within such financial statements are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied in all material respects to the historical amounts in the compilation of those statements and data; the summary historical financial and operating information set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Prospectus Supplement Summary—Summary Historical Financial Data” and the selected historical financial and operating information set forth under the caption “Selected Financial Data” in our 2014 annual report on Form 10-K incorporated by reference into the Registration Statement, the Time of Sale Prospectus and the Prospectus is accurately presented in all material respects and prepared on a basis consistent with the audited and unaudited financial statements from which it has been derived, unless expressly noted otherwise; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Time of Sale Prospectus or the Prospectus that are not so included as required; and all disclosures contained in the Time of Sale Prospectus and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, to the extent applicable.

(t) Ralph E. Davis Associates, Inc. (“RED”), whose report as of December 31, 2014 (the “Reserve Report”), is contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, was as of the date of the Reserve Report, and is, as of the date hereof, an independent reserve engineer and acts as independent reserve engineer with respect to the Partnership.

(u) The oil and natural gas reserve estimates of the Partnership as of December 31, 2014 contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus are derived from the Reserve Report prepared by RED, and such estimates fairly reflect, in all material respects, the oil and natural gas reserves of the Partnership at the dates indicated therein and are in accordance, in all material respects, with Commission guidelines applied on a consistent basis throughout the periods involved.

(v) As of the date hereof, on the Closing Date, and on each Option Closing Date, if any, the Partnership Parties (i) will be in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety (to the extent relating to exposure to pollutants, contaminants, or hazardous or toxic substances or wastes), the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) will have timely applied for or received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as they are currently being conducted and (iii) will be in compliance with all terms and conditions of any such

permit, license or approval received, except where such noncompliance with Environmental Laws, such failure to timely apply for or receive required permits, licenses or other approvals or such failure to comply with the terms and conditions of such permits, licenses or approvals received would not have a Material Adverse Effect. Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Partnership Parties and any person granting such person the right to require the Partnership to file a registration statement under the Securities Act with respect to any securities of the Partnership or to require the Partnership to include such securities with the Units registered pursuant to the Registration Statement.

(w) Since the last date of the audited financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, and the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus in each case excluding any amendments or supplements to the foregoing made after the execution of this Agreement, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the assets, business, condition (financial or otherwise), management, results of operations or earnings of the Partnership Parties, taken as a whole.

(x) As of the date hereof, on the Closing Date and each Option Closing Date, if any, the Partnership Parties will have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Partnership Parties, in each case free and clear of all liens, encumbrances and defects except such as are described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Partnership Parties; and any real property and buildings held under lease by the Partnership Parties are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Partnership Parties, in each case except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(y) Other than would not reasonably be expected to have a Material Adverse Effect, the Partnership owns or possesses all inventions, patent applications, patents, trademarks (both registered and unregistered), trade names, service names, copyrights, trade secrets and other proprietary information described in the Registration Statement, the Time of Sale Prospectus and the Prospectus as being owned or licensed by it or which is necessary for the conduct of, or material to, its businesses (collectively, the “Intellectual Property”), and the Partnership and General Partner are unaware of any claim to the contrary or any challenge by any other person to the rights of the Partnership with respect to the Intellectual Property, except as would not reasonably be expected to have a Material Adverse Effect.

(z) No material labor dispute with the employees of the Partnership Parties or any of their respective subsidiaries exists, except as described in the Time of Sale Prospectus, or, to the knowledge of the Partnership Parties, is imminent; and the Partnership Parties are not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors including, without limitation, New Dominion, LLC, an Oklahoma limited liability company, that could reasonably be expected to have a Material Adverse Effect.

(aa) As of the latest Effective Date of the Registration Statement, the Partnership and, to the knowledge of the Partnership Parties, the officers and directors of the General Partner, in their capacities as such were, and on the Closing Date and on each Option Closing Date, if any, will be, in compliance in all material respects with (i) all applicable provisions of the Sarbanes-Oxley Act and the rules and regulations promulgated in connection therewith that are then in effect and with which any of them is required to comply, including Section 402 related to loans, and (ii) the rules of the NYSE that are effective and applicable to the Partnership.

(bb) At the Closing Date and each Option Closing Date, if any, the Partnership Parties will be insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and each of the Partnership Parties do not have any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect.

(cc) The Partnership maintains “internal control over financial reporting” (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). The Partnership’s internal control over financial reporting has been designed by the General Partner’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and is effective in performing the functions for which it was established. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus and to the knowledge of the Partnership Parties, since the end of the Partnership’s most recent audited fiscal year, there has been (i) no significant deficiency or material weakness in the design or operation of the Partnership’s internal control over financial reporting (except for those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus that may not have yet been remediated) which is reasonably likely to adversely affect the Partnership’s ability to record, process, summarize and report financial information, and (ii) no change in the Partnership’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

(dd) The Partnership maintains “disclosure controls and procedures” (as such term is defined in Rules 13a-15 and 15d-15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the

Partnership, including its consolidated subsidiaries, is made known to the General Partner’s chief executive officer and chief financial officer by others within those entities, and such disclosure controls and procedures are effective in all material respects to perform the functions for which they were established.

(ee) Neither of the Partnership Parties has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Partnership Parties or, to the Partnership Parties’ knowledge, any other party to any such contract or agreement.

(ff) Neither of the Partnership Parties nor any of their respective directors, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.

(gg) None of the Partnership Parties, its directors or officers, nor, to the knowledge of the Partnership, any agent, employee or affiliate of any Partnership Entity (in their capacity as directors, officers, agents, employees or affiliates) has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

(hh) The operations of the Partnership Parties are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Partnership Parties with respect to the Money Laundering Laws is pending or, to the knowledge of the Partnership, threatened.

(ii) None of the Partnership Parties, its directors or officers nor, to the knowledge of the Partnership, any agent, employee or affiliate of the Partnership Parties is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”); and the Partnership will not directly or indirectly use the proceeds of the offering of the Common Units hereunder or under any Terms Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary of the Partnership, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

(jj) The Partnership (i) has not alone engaged in communications with potential investors in reliance on Section 5(d) of the Securities Act other than Permitted Section 5(d) Written Communications with the consent of the Representative with entities that are QIBs or IAIs and (b) has not authorized anyone other than the Representative to engage in such communications; the Partnership reconfirms that the Representative has been authorized to act on its behalf in undertaking Section 5(d) Communications; as of the Applicable Time, each Section 5(d) Written Communication, when considered together with the Time of Sale Prospectus, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Section 5(d) Written Communication, if any, does not, as of the date hereof, conflict with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus.

2. Agreements to Sell and Purchase. On the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, the Partnership hereby agrees to sell, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, at a purchase price of $23.50 per unit (the “Purchase Price”), the amount of Firm Units set forth opposite such Underwriter’s name in Schedule I hereto.

On the basis of the representations and warranties herein contained, but subject to the conditions herein set forth, the Partnership hereby grants to the Underwriters, severally and not jointly, an option to purchase, ratably in accordance with the number of Firm Units to be purchased by each Underwriter, up to 264,000 Option Units, at a price equal to the Purchase Price (the “Over-Allotment Option”) less an amount per unit equal to any cash distribution declared by the Partnership and payable by the Partnership on the Firm Units but not payable on the Option Units. The Over-Allotment Option will expire at the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Firm Units upon notice by the Representative to the Partnership setting forth the number of Option Units to be purchased by the Underwriters and the time and date of payment and delivery for such Option Units. Each time and date of payment and delivery for such Option Units (an “Option Closing Date”) must be at least two business days after the written notice is given and may not be earlier than the closing date for the Firm Units or later than ten business days after the date of such notice. If the Over-Allotment Option is exercised as to all or any portion of the Option Units, the Partnership will sell to the Underwriters that number of Option Units as to which the Underwriters are exercising the Over-Allotment Option, each Underwriter agrees, severally and not jointly, to purchase the number of Option Units (subject to such adjustments to eliminate fractional units as the Representative may determine) that bears the same proportion to the total number of Option Units to be purchased on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Units.

3. Payment and Delivery. Payment for and delivery of the Firm Units shall be made at the office of Vinson & Elkins L.L.P., 1001 Fannin Street, Suite 2500, Houston, Texas 77002, or at such other place as shall be agreed upon by the Representative and the Partnership, at

10:00 a.m., Central Time, on May 8, 2015, or at such other time on the same or such other date as shall be agreed upon in writing by the Representative and the Partnership. The time and date of such payment are hereinafter referred to as the “Closing Date.”

Payment for any Option Units shall be at the above-mentioned offices, at 10:00 a.m., Central Time, on the date specified in the corresponding notice described in Section 2 or at such other time on the same or on such other date, in any event not later than June 9, 2015, as shall be agreed upon in writing by the Representative and the Partnership.

Payment for the Firm Units and the Option Units, if any, shall be made to the Partnership by wire transfer of immediately available funds to a single bank account designated by the Partnership against delivery to the Representative for the respective accounts of the Underwriters of the Units to be purchased by them. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Units and the Option Units, if any, that it has agreed to purchase. Stifel, individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Firm Units and the Option Units, if any, to be purchased by any Underwriter whose funds have not been received by the Closing Date or the relevant Option Closing Date, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder.

The Firm Units and Option Units shall be registered in such names and in such denominations as the Representative shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Units and Option Units shall be delivered to the Representative on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Units to the Underwriters duly paid, against payment of the Purchase Price therefor.

4. Conditions to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the accuracy of the representations and warranties on the part of the Partnership Parties contained in this Agreement, on the date hereof, on the Closing Date and on each Option Closing Date, if any, the condition that the Partnership Parties have performed their obligations required to be performed prior to the Closing Date and the following further conditions:

(a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date and each Option Closing Date, if any, there shall not have occurred any adverse change, or any development involving a prospective change, in the assets, business, condition (financial or otherwise), management, operations or earnings of the Partnership Parties, taken as a whole, from that set forth in the Time of Sale Prospectus that makes it, in the Representative’s judgment, impracticable or inadvisable to offer or sell the Units on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b) The Underwriters shall have received on the Closing Date and each Option Closing Date, if any, a certificate, dated the Closing Date or such Option Closing

Date, as the case may be, and signed by the Chief Executive Officer and Chief Financial Officer of the General Partner, to the effect that the representations and warranties of the Partnership Parties contained in this Agreement are true and correct as of the Closing Date or such Option Closing Date, as the case may be, and that the Partnership Parties have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date or such Option Closing Date and that no event described in Section 4(a) or 4(g) has occurred.

(c) The Underwriters shall have received on the Closing Date and each Option Closing Date, if any, an opinion of Vinson & Elkins L.L.P. (“Vinson & Elkins”), outside counsel for the Partnership, dated the Closing Date or such Option Closing Date, as the case may be, in form and substance reasonably satisfactory to counsel for the Underwriters to the effect set forth in Exhibit A hereto. In rendering such opinion, Vinson & Elkins may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Partnership Parties and of public officials. The opinion of Vinson & Elkins shall be rendered to the Underwriters at the request of the Partnership Parties and shall so state therein.

(d) The Underwriters shall have received on the Closing Date and each Option Closing Date, if any, an opinion of Latham & Watkins LLP (“Latham & Watkins”), counsel for the Underwriters, dated the Closing Date or such Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters. In rendering such opinion, Latham & Watkins may rely as to matters of fact (but not as to legal conclusions), to the extent they deem proper, on certificates of responsible officers of the Partnership Parties and of public officials.

(e) The Underwriters shall have received, on each of the date hereof, the Closing Date and each Option Closing Date, if any, a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from each of BDO USA, LLP, Grant Thornton LLP and Briggs & Veselka Co., independent public accountants, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus; provided that each such letter shall use a “cut-off date” not earlier than three days prior to the delivery thereof.

(f) The Underwriters shall have received, on each of the date hereof, the Closing Date and each Option Closing Date, if any, a letter dated the date hereof, the Closing Date or the Option Closing Date, as the case may be, in form and substance satisfactory to the Underwriters, from RED with respect to the estimates of oil and natural gas reserves contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(g) No stop order suspending the effectiveness of the Registration Statement or preventing or suspending the use of the Time of Sale Prospectus, the Prospectus or any

Permitted Free Writing Prospectus shall have been issued, and no proceedings for such purpose shall have been instituted or, to the knowledge of the Partnership Parties, threatened by the Commission; and no notice of objection of the Commission to the use of the Registration Statement shall have been received.

(h) The “lock-up” agreements, each substantially in the form of Exhibit B hereto, between Stifel and certain unitholders, officers and directors of the Partnership relating to sales and certain other dispositions of Preferred Units, Common Units or certain other securities, shall be in full force and effect on the Closing Date.

(i) At the Closing Date and each Option Closing Date, if any, the Partnership shall have made commercially reasonable efforts to effect listing of the Units on the NYSE within 30 days of the Closing Date and, upon such listing, will use commercially reasonable efforts to maintain such listing and satisfy the requirements for such continued listing.

The several obligations of the Underwriters to purchase Option Units hereunder are subject to the delivery to the Representative on the applicable Option Closing Date of such other documents as the Representative may reasonably request.

5. Covenants of the Partnership. The Partnership Parties covenant with each Underwriter as follows:

(a) To furnish to the Representative, without charge, five (5) signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to the Representative in New York, New York, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as the Representative may reasonably request.

(b) Within a reasonable time prior to amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to the Representative a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Representative objects, and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c) To furnish to the Representative a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred to by the Partnership and not to use or refer to any proposed free writing prospectus to which the Representative objects.

(d) Not to take any action that would result in an Underwriter or the Partnership being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have been required to file thereunder, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 5(e) hereto.

(e) To prepare a final term sheet (the “Final Term Sheet”) containing only a description of the final terms of the Units and their offering, in a form approved by the Representative and attached as Schedule II-C hereto, and acknowledge that the Final Term Sheet is a Permitted Free Writing Prospectus.

(f) To advise the Representative promptly of any request by the Commission for amendments or supplements to the Registration Statement, any Preliminary Prospectus or Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order, suspending the effectiveness of the Registration Statement or preventing or suspending the use of any Preliminary Prospectus, the Time of Sale Prospectus or the Prospectus; and if the Commission should enter such a stop order, to use its best efforts to obtain the lifting or removal of such order as soon as possible.

(g) If the Time of Sale Prospectus is being used to solicit offers to buy the Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances when delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(h) If, during such period after the first date of the public offering of the Units as in the opinion of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representative will furnish to the Partnership) to which Units may have been sold by the Representative on behalf of the Underwriters and to any other dealers upon request, either

amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law.

(i) If, at or after the time this Agreement is executed and delivered, it is necessary or appropriate for a post-effective amendment to the Registration Statement to be filed with the Commission and become effective before the Units may be sold, the Partnership will use its best efforts to cause such post-effective amendment or such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the Securities Act, as soon as possible; and the Partnership will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, (i) when such post-effective amendment or such Registration Statement has become effective, and (ii) if Rule 430A or 430B under the Securities Act is used, when the Prospectus is filed with the Commission pursuant to Rule 424(b) under the Securities Act (which the Partnership agrees to file in a timely manner in accordance with such Rules).

(j) Promptly to furnish such information or to take such action as the Representative may reasonably request and otherwise to qualify the Units for offer and sale under the securities or “blue sky” laws of such jurisdictions as the Representative shall reasonably request, and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Units; provided, however, that the Partnership shall not be required to qualify as a foreign corporation or to file a consent to service of process in any jurisdiction (excluding service of process with respect to the offer and sale of the Units); and to promptly advise the Representative of the receipt by the Partnership of any notification with respect to the suspension of the qualification of the Units for offer or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose.

(k) To make generally available to the Partnership’s security holders and to the Representative as soon as practicable an earnings statement covering a period of at least twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.

(l) Except as set forth in this Agreement, during the period beginning on and including the date of this Agreement and continuing to and including 90 days after the date of this Agreement, and without the prior written consent of Stifel, the Partnership will not (i) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Preferred Units, Common Units or any securities convertible into or exercisable or exchangeable for Preferred Units or Common Units, except that the Partnership may issue Preferred Units, Common Units or any securities convertible or exchangeable into Preferred Units

or Common Units as payment of any part of the purchase price for businesses that are acquired by the Partnership; provided that any recipient of such Preferred Units or Common Units must agree in writing to be bound by the terms of this Section 5(l) for the remaining term of the 90-day restricted period, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Preferred Units or Common Units, whether such transaction described in clause (i) or (ii) above is to be settled by delivery of the Preferred Units, Common Units or such other securities, in cash or otherwise, (iii) file any registration statement with the Commission relating to the offering of any Preferred Units, Common Units or any securities convertible into or exercisable or exchangeable for Preferred Units or Common Units, or (iv) publicly announce an intention to effect any transaction specified in clause (i), (ii) or (iii) above. The restrictions contained in the preceding sentence shall not apply to (A) the Units to be sold hereunder, (B) the issuance of Preferred Units or Common Units, and options to purchase Preferred Units or Common Units pursuant to the Partnership’s option plans under the terms of such plans in effect on the date hereof, provided such options are granted at fair market value and in amounts and with exercise terms consistent with the Partnership’s past practice, or the sale of Preferred Units or Common Units pursuant to the Partnership’s Long Term Incentive Plan, (C) the issuance of Common Units pursuant to the Exchange Agreement, or (D) the issuance by the Partnership of Preferred Units or Common Units upon the exercise of an option or warrant or the conversion of a security outstanding on the date of this Agreement of which Stifel has been advised in writing. Notwithstanding the foregoing and if the Partnership ceases to qualify as an “emerging growth company” under U.S. federal securities laws, if (1) during the last 17 days of the 90-day restricted period the Partnership issues an earnings release or material news or a material event relating to the Partnership occurs; or (2) prior to the expiration of the 90-day restricted period, the Partnership announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. If applicable, the Partnership shall promptly notify Stifel of any earnings release, news or event that may give rise to an extension of the initial 90-day restricted period.

(m) To comply with Rule 433(d) under the Securities Act (without reliance on Rule 164(b) under the Securities Act) and with Rule 433(g) under the Securities Act.

(n) Not to take, directly or indirectly, any action designed, or which will constitute, or has constituted, or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.

(o) Not, at any time at or after the execution of this Agreement, to offer or sell any Units by means of any “prospectus” (within the meaning of the Securities Act) or use any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, except in each case other than the Time of Sale Prospectus and the Prospectus.

(p) To maintain a transfer agent and, if necessary under the jurisdiction of formation of the Partnership, a registrar for the Preferred Units.

(q) To apply the net proceeds to the Partnership from the sale of the Units in the manner set forth under the caption “Use of Proceeds” in the Prospectus.

(r) If at any time following the distribution of any Permitted Section 5(d) Communication, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Partnership will promptly notify the Representative and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

6. Expenses. The Partnership agrees to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Partnership’s counsel and the Partnership’s accountants in connection with the registration and delivery of the Units under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf of, used by, or referred to by the Partnership and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, as may be reasonably requested by the Underwriters for use in connection with the offering and sale of the Units, (ii) all costs and expenses related to the preparation, printing, issuance and delivery of the certificates for the Units to the Underwriters, including any transfer or other taxes payable thereon, (iii) the costs of printing or producing any securities or blue sky memorandum in connection with the offer and sale of the Units under the securities laws of the jurisdictions in which the Units may be offered or sold and all expenses in connection with the qualification of the Units for offer and sale under such securities laws as provided in Section 5(j) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the blue sky memorandum, (iv) all filing fees incurred in connection with the review of the terms of the sale of the Units by FINRA, (v) all costs and expenses incident to listing the Units on the NYSE, (vi) the costs and charges of any transfer agent, registrar or depositary, (vii) the costs and expenses of the Partnership relating to investor presentations on any road show undertaken in connection with the marketing of the offering of the Units, including, without limitation, expenses associated with the preparation or dissemination of any road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Partnership, and travel and lodging expenses of the Representative and officers of the Partnership Parties and any such consultants, (viii) the document production charges and expenses associated with printing this Agreement, (ix) all expenses in connection with any offer and sale of the Units outside of the United States, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with offers and

sales outside of the United States, and (x) all other costs and expenses incident to the performance of the obligations of the Partnership hereunder for which provision is not otherwise made in this Section 6; provided, that except as provided in this Section 6, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel.

The Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Units by them and any advertising expenses connected with any offers they may make. Notwithstanding the above, if the sale of the Units provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 4 is not satisfied, because of any termination of this Agreement by the Underwriters pursuant to Section 8(b) hereof or because of any refusal, inability or failure on the part of the Partnership to perform any obligation or covenant hereunder or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Partnership will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering contemplated hereby.

7. Indemnity and Contribution.

(a) The Partnership Parties, jointly and severally, agree to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and affiliates of any Underwriter who have or are alleged to have participated in the distribution of Units as underwriters, within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused by, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which there were made, not misleading; provided, however, that the Partnership Parties shall not be liable under this Section 7(a) to the extent that such losses, claims, damages or liabilities are caused by, arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made therein in reliance upon and in conformity with information relating to any Underwriter furnished to the Partnership Parties in writing by such Underwriter through the Representative expressly for use therein, it being agreed that the only information furnished by or on behalf of the Underwriters to the Partnership Parties expressly for use therein consists of the information described as such in Section 7(b) hereof.

(b) Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Partnership Parties, the directors of the General Partner, the officers of the General Partner who have signed the Registration Statement and each person, if any, who controls the Partnership Parties within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) described in the indemnity contained in Section 7(a) above, as incurred, but only with respect to such untrue statements or omissions or alleged untrue statements or omissions made in the Registration Statement or any amendment thereof, the Preliminary Prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, or the Prospectus, in reliance upon and in conformity with information relating to such Underwriter furnished to the Partnership Parties in writing by such Underwriter through the Representative expressly for use therein, it being agreed that the only information furnished by the Underwriters to the Partnership Parties expressly for use therein is the information set forth (i) in the last paragraph of the cover page regarding delivery of the Units and under the heading “Underwriting,” (ii) the list of Underwriters and their respective participation in the sale of the Units, (iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, syndicate covering transactions and penalty bids and the information regarding the limitations on sales to discretionary accounts, in each case in the Time of Sale Prospectus and the Prospectus.

(c) In case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to this Section 7 such person (the “indemnified party”) shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability that it may have otherwise than on account of this indemnity agreement. The indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i) the fees and expenses of more than one separate firm (in addition to any local counsel) for all Underwriters and all persons, if any, who control any Underwriter

within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act or who are affiliates of any Underwriter within the meaning of Rule 405 under the Securities Act, and (ii) the fees and expenses of more than one separate firm (in addition to any local counsel) for the Partnership Parties, the directors of the General Partner, the officers of the General Partner who sign the Registration Statement and each person, if any, who controls the Partnership Parties within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they are incurred. In the case of any such separate firm for the Underwriters and such control persons and affiliates of any Underwriters, such firm shall be designated in writing by Stifel. In the case of any such separate firm for the Partnership Parties, and such directors, officers and control persons of the Partnership Parties, such firm shall be designated in writing by the Partnership Parties. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.

(d) To the extent the indemnification provided for in Section 7(a) or 7(b) is unavailable to or insufficient to hold harmless any indemnified party above in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the Partnership Parties on the one hand and the Underwriters on the other hand from the offering of the Units or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Partnership Parties on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Partnership on the one hand and the Underwriters on the other hand in connection with the offering of the Units shall be deemed to be in the same respective proportions as the net proceeds from the offering of the Units (before deducting expenses) received by the Partnership bear to the total underwriting discounts

and commissions received by the Underwriters, in each case as set forth in the table on the cover of the Prospectus. The relative fault of the Partnership on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Partnership Parties or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in proportion to the respective number of Units they have purchased hereunder, and not joint.

(e) The Partnership Parties and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 7(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 7(d) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Units underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(f) The indemnity and contribution provisions contained in this Section 7 and the representations, warranties and other statements of the Partnership contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter, or the Partnership, its officers or directors or any person controlling the Partnership and (iii) acceptance of and payment for any of the Units.

8. Termination. The Underwriters may terminate this Agreement by notice given by the Representative to the Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date (a) trading generally shall have been suspended or materially limited or minimum prices shall have been established on, or by, as the case may be, any of the New York Stock Exchange, or the NASDAQ Global Market, (b) trading of the Partnership’s Preferred Units shall have been suspended or materially limited on the NYSE, (c) a material disruption in securities settlement, payment or clearance services in the United States shall have occurred, (d) any moratorium or material limitation on commercial banking activities shall have been declared by Federal or New York state authorities, (e) there shall have occurred any outbreak or escalation of hostilities or declaration by the United States of a national emergency or war, or

any other calamity or crisis, the effect of which on financial markets makes it, in the Representative’s judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Units as contemplated in the Time of Sale Prospectus or the Prospectus (exclusive of any supplement thereto).

9. Effectiveness; Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase and pay for any of the Units that it has or they have agreed to purchase hereunder, and the aggregate number of Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Units to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Units set forth opposite their respective names in Schedule I hereto bears to the aggregate number of Firm Units set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the Representative may specify, to purchase and pay for the Units which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; provided that in no event shall the number of Units that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 9 by an amount in excess of one-ninth of such number of Units without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Units and the aggregate number of Firm Units with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Units to be purchased on such date, and arrangements satisfactory to the Representative and the Partnership for the purchase of such Firm Units are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter or the Partnership. In any such case either the Representative or the Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Option Units and the aggregate number of Option Units with respect to which such default occurs is more than one-tenth of the aggregate number of Option Units to be purchased on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Units to be sold on such Option Closing Date or (ii) purchase not less than the number of Option Units that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

10. Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Partnership and the Underwriters set forth or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Partnership or any of the officers, directors, employees, agents or controlling persons referred to in Section 7 hereof, and will survive delivery of and payment for the Units. The provisions of Sections 6 and 7 hereof shall survive the termination or cancellation of this Agreement.

11. Entire Agreement.

(a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Units, represents the entire agreement between the Partnership, on the one hand, and the Underwriters, on the other, with respect to the preparation of the Preliminary Prospectus, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Units.

(b) The Partnership acknowledges that in connection with the offering of the Units: (i) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Partnership or any other person; (ii) the Underwriters owe the Partnership only those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any; and (iii) the Underwriters may have interests that differ from those of the Partnership. The Partnership waives to the full extent permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Units.

12. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

13. Applicable Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

14. Headings. The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of this Agreement.

15. Notices. All communications hereunder shall be in writing and effective only upon receipt and if to Stifel, Nicolaus & Company, Incorporated, One South Street, 15^th Floor, Baltimore, MD 21202 (fax no.: (443) 224-1495); Attention: Michael A. Gilbert, Esq.; and if to the Partnership shall be delivered, mailed or sent to 914 North Broadway Ave., Suite 230, Oklahoma City, Oklahoma 73102, Fax: (405) 272-3034, Attention: Kristian B. Kos.

[Signature Pages Follow]


Very truly yours,

NEW SOURCE ENERGY PARTNERS L.P.

By:	New Source Energy GP, LLC its General Partner

By:	/s/ Kristian B.Kos
	Name:	Kristian B. Kos
	Title:	Chairman of the Board and Chief Executive Officer

NEW SOURCE ENERGY GP, LLC

By:	/s/ Kristian B.Kos
	Name:	Kristian B. Kos
	Title:	Chairman of the Board and Chief Executive Officer

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof


STIFEL, NICOLAUS & COMPANY, INCORPORATED
STIFEL, NICOLAUS & COMPANY, INCORPORATED

Acting on behalf of themselves and the several
Underwriters named in Schedule I hereto

By:		Stifel, Nicolaus & Company, Incorporated

By:		/s/ Daniel J. Covatta
Name:		Daniel J. Covatta
Title:		Managing Director

SCHEDULE I


Underwriter	Number of Firm Units To Be Purchased		Number of Option Units To Be Purchased
Stifel, Nicolaus & Company, Incorporated		880,000		132,000
Robert W. Baird & Co. Incorporated		211,200		31,680
Janney Montgomery Scott LLC		228,800		34,320
Oppenheimer & Co. Inc.		228,800		34,320
Wunderlich Securities, Inc.		211,200		31,680


Total:		1,760,000		264,000

SCHEDULE II-A

Permitted Free Writing Prospectuses

Final Term Sheet substantially in the form of Schedule II-C.

SCHEDULE II-B

Information Included in the Time of Sale Prospectus

Number of Firm Units: 1,760,000 Preferred Units

Number of Option Units: 264,000 Preferred Units

Public offering price: $25.00 per Preferred Unit

SCHEDULE II-C

[See attached.]

PRICING TERM SHEET

Dated as of May 5, 2015

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration Statement No. 333-195129

Relating to the Preliminary Prospectus Supplement dated May 4, 2015

NEW SOURCE ENERGY PARTNERS L.P.

11.00% Series A Cumulative Convertible Preferred Units

The information in this pricing term sheet relates only to the offering (the “Offering”) of the 11.00% Series A Cumulative Convertible Preferred Units and should be read together with the preliminary prospectus supplement dated May 4, 2015 (including the documents incorporated by reference therein and the base prospectus in respect thereof) relating to the Offering (the “Preliminary Prospectus Supplement”) and supersedes the information in the Preliminary Prospectus Supplement to the extent inconsistent with the information in the Preliminary Prospectus Supplement. In all other respects, this term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement. Terms used herein but not defined herein shall have the respective meanings as set forth in the Preliminary Prospectus Supplement. All references to dollar amounts are references to U.S. dollars.


Issuer:		New Source Energy Partners L.P., a Delaware limited partnership (the “Issuer”)

Title of Securities:		11.00% Series A Cumulative Convertible Preferred Units (the “Series A Preferred Units”)

Units Offered:		1,760,000 Series A Preferred Units

Underwriters’ Option to Purchase Additional Series A Preferred Units:		Up to 264,000 Series A Preferred Units, solely to cover over-allotments.

Liquidation Preference:		$25.00 per Series A Preferred Unit, plus accumulated but unpaid distributions

Public Offering Price:		$25.00 per Series A Preferred Unit.

Common Units:		The Issuer’s common units are listed on the New York Stock Exchange (the “NYSE”) under the symbol “NSLP.”

Distributions:		Holders of the Series A Preferred Units will be entitled to receive, when, as and if declared by the board of directors of the Issuer’s general partner out of funds legally available for payment, cumulative cash distributions at the rate per annum of 11.00% per unit on the liquidation preference of $25.00 per Series A Preferred Unit.

Distribution Payment Dates:		January 15, April 15, July 15 and October 15, commencing on July 15, 2015

Distribution Record Dates:		January 1, April 1, July 1 and October 1, as the case may be, immediately preceding the relevant distribution payment date

NYSE Closing Unit Price of the Issuer’s Common Units on May 5, 2015:		$5.75 per common unit

Initial Conversion Rate:		3.7821 common units per Series A Preferred Unit

Use of Proceeds:		The Issuer expects to receive net proceeds from the Offering of approximately $40.4 million (or $46.6 million if the underwriters exercise their over-allotment option in full), after deducting the underwriters’ discounts and estimated offering expenses.


		The Issuer intends to use all of the net proceeds from the Offering to repay a portion of the outstanding borrowings under its revolving credit facility.

Listing:		The Issuer intends to use commercially reasonable efforts to effect the listing of the Series A Preferred Units on the NYSE within 30 days after the Closing Date and, upon such listing, will use commercially reasonable efforts to maintain such listing and satisfy the requirements for such continued listing.

Trade Date:		May 5, 2015

Settlement Date:		May 8, 2015

CUSIP/ISIN:		64881E 307 / US64881E3071

Joint Book-Running Managers:		Stifel, Nicolaus & Company, Incorporated Robert W. Baird & Co. Inc.

Co-Lead Managers:		Janney Montgomery Scott LLC Oppenheimer & Co. Inc. Wunderlich Securities, Inc.

Conversion at the Option of the Holder:		Holders of Series A Preferred Units may convert their Series A Preferred Units on any January 1, April 1, July 1 or October 1 based on an initial conversion rate of 3.7821 common units per Series A Preferred Unit (which is equivalent to an initial conversion price of approximately $6.61 per common unit), subject to adjustment as described under “Description of Series A Preferred Units—Conversion Rights—Conversion Rate Adjustments” in the Preliminary Prospectus Supplement and increase as described under “Description of Series A Preferred Units—Special Rights upon a Fundamental Change” in the Preliminary Prospectus Supplement. A holder of Series A Preferred Units may submit a notice of conversion at any time, and the holder will be deemed a record holder of common units on the next succeeding conversion date. The holders of Series A Preferred Units at the open of business on a record date will be entitled to receive the distribution on those units on the corresponding distribution payment date notwithstanding the conversion of such units following such record date or the Issuer’s failure to pay the distribution due on such distribution payment date. However, notwithstanding the foregoing, Series A Preferred Units surrendered for conversion during the period between the open of business on any record date and 5:00 p.m. New York City time (the “close of business”) on the business day immediately preceding the corresponding distribution payment date must be accompanied by payment of an amount equal to the distribution payable on such units on such distribution payment date; provided, that no such payment is required: • in respect of a mandatory conversion during such period; • if the special rights end date (as defined below) occurs during such period; or • for conversions following the record date immediately preceding the term redemption date (or any subsequent redemption date).


Mandatory Conversion:		On or after July 15, 2018, if the closing sale price of the Issuer’s common units equals or exceeds 150% of the conversion price for at least 20 trading days (whether or not consecutive) within any period of 30 consecutive trading days (including the last day of such period), the Issuer may, at its option, cause all of the shares of Series A Preferred Units to be automatically converted into the Issuer’s common units at the then-applicable conversion rate.

Mandatory Redemption:		As described in the Preliminary Prospectus Supplement, the Issuer will redeem all of the Series A Preferred Units on July 15, 2022, at a redemption price equal to $25.00 per unit plus an amount equal to accumulated but unpaid distributions thereon (whether or not earned or declared but excluding interest thereon) up to (but excluding) the term redemption date. If the Issuer does not redeem the Series A Preferred Units on July 15, 2022, then the per annum distribution rate will increase by an additional 2.00% per month until such redemption, up to a maximum rate per annum of 20.00% per Series A Preferred Unit.

Special Rights upon a Fundamental Change:		If the Issuer undergoes a “fundamental change” (as defined in the Preliminary Prospectus Supplement) and a holder submits a notice of conversion of its Series A Preferred Units at any time during the period after the effective date of a fundamental change and ending at the close of business on the 30^th business day immediately following such effective date, then the holder will be deemed a record holder of common units on such 30^th day and the Issuer will deliver to the converting holder, for each Series A Preferred Unit surrendered for conversion, the greater of: • a number of common units equal to the sum of (i) the conversion rate and (ii) the make-whole premium, if any, as calculated and described under “Description of Series A Preferred Units—Determination of the Make-Whole Premium;” in the Preliminary Prospectus Supplement; and • a number of common units equal to the conversion rate which will be increased to equal (i) the sum of the $25.00 liquidation preference plus all accumulated and unpaid distributions to, but excluding, the settlement date for such conversion, divided by (ii) the average of the closing sale prices of the Issuer’s common units for the five consecutive trading days ending on the third business day prior to such settlement date. Notwithstanding the foregoing, the conversion rate as adjusted as described in this bullet will not exceed 8.6957 common units per Series A Preferred Unit (subject to adjustment in the same manner as the conversion rate), which is equal to the $25.00 liquidation preference, divided by 50% of the closing sale price of the Issuer’s common units on May 5, 2015. See “Description of Series A Preferred Units—Special rights upon a fundamental change” and “Description of Series A Preferred Units—Determination of the make-whole premium” in the Preliminary Prospectus Supplement.


Determination of the Make-Whole Premium:		The following table sets forth the number of additional common units per Series A Preferred Unit that is converted following the effective date of a fundamental change and prior to the “special rights end date” (as defined in the Preliminary Prospectus Supplement) as described in the Preliminary Prospectus Supplement, based on the “effective date” and the “unit price” (each as defined in the Preliminary Prospectus Supplement) paid (or deemed to be paid) per common unit in such fundamental change:


	Unit Price (1)
Effective Date	$5.75		$6.00		$6.50		$6.61		$7.00		$8.00		$9.00		$10.00		$11.00		$12.00
May 5, 2015		0.5657		0.4855		0.3523		0.3272		0.2485		0.1059		0.0263		0.0000		0.0000		0.0000
July 15, 2016		0.5657		0.5568		0.4260		0.4011		0.3219		0.1711		0.0811		0.0334		0.0116		0.0000
July 15, 2017		0.5657		0.5980		0.4602		0.4338		0.3498		0.1850		0.0826		0.0274		0.0033		0.0000
July 15, 2018		0.5657		0.6212		0.4684		0.4373		0.3333		0.1540		0.0590		0.0000		0.0000		0.0000
July 15, 2019		0.5657		0.6319		0.4637		0.4301		0.3273		0.1420		0.0330		0.0000		0.0000		0.0000
July 15, 2020		0.5657		0.6169		0.4442		0.4101		0.3063		0.1224		0.0167		0.0000		0.0000		0.0000
July 15, 2021		0.5657		0.5238		0.3537		0.3214		0.2267		0.0742		0.0000		0.0000		0.0000		0.0000
July 15, 2022		0.5657		0.3845		0.0640		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000		0.0000

⁽¹⁾

The unit prices set forth in the table above will be adjusted as of any date on which the conversion rate is adjusted. The adjusted unit prices will be equal to the unit prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the conversion rate immediately prior to the adjustment giving rise to the unit price adjustment and the denominator of which is the conversion rate as so adjusted. The number of additional units in the table above will be adjusted in the same manner and at the same time as the conversion rate as set forth under “Description Series A Preferred Units—Conversion Rights—Conversion rate adjustments” in the Preliminary Prospectus Supplement.

The exact unit price and effective date may not be set forth on the table, in which case:

•

if the unit price is between two unit prices on the table or the fundamental change effective date is between two fundamental change effective dates on the table, the number of additional units will be determined by a straight-line interpolation between the number of additional units set forth for the higher and lower unit prices or the earlier and later fundamental change effective dates, as applicable, based on a 365-day year;

•

if the unit price is in excess of $12.00 per unit (subject to adjustment in the same manner as the unit prices), no additional units will be added to the conversion rate; and

•

if the unit price is less than $5.75 per unit (subject to adjustment in the same manner as the unit prices), no additional units will be added to the conversion rate.


Additional Comments:		On a pro forma basis after giving effect to this offering and the use of proceeds therefrom as described in “Use of Proceeds” (assuming no exercise of the underwriters’ option to purchase additional Series A Preferred Units), earnings for the year ended December 31, 2014 would have been insufficient to cover fixed charges by approximately $40.8 million and earnings for the year ended December 31, 2014 would have been insufficient to cover combined fixed charges and distributions on the Series A Preferred Units by approximately $45.7 million, in each case primarily due to noncash impairment charges of $59.0 million on goodwill and certain intangible assets.

This communication is intended for the sole use of the person to whom it is provided by the sender.

The Issuer has filed a registration statement (including a prospectus dated April 21, 2014 and the Preliminary Prospectus Supplement dated May 4, 2015) with the Securities and Exchange Commission, or SEC, for the Offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the accompanying prospectus and the other documents the Issuer has filed with the SEC for more complete information

about the Issuer and the Offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Issuer or any underwriter or dealer participating in the Offering will arrange to send you the Preliminary Prospectus Supplement and accompanying prospectus if you request them by contacting: Stifel, Nicolaus & Company, Incorporated by mail at Stifel, Nicolaus & Company, Incorporated, Attn: Prospectus Department, One South Street, 15th Floor, Baltimore, Maryland 21202, or by phone at 1-855-300-7136; or Robert W. Baird & Co. Incorporated by mail at Robert W. Baird & Co. Incorporated, Attn: Syndicate Department, 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202, or by phone at 1-800-792-2473.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

EXHIBIT A

FORM OF OPINION OF COMPANY’S COUNSEL TO BE DELIVERED PURSUANT TO SECTION 4(c)

1.	The Partnership is validly existing as a limited partnership in good standing under the laws of Delaware, and has the limited partnership power and authority to own its property and to conduct its business as described in the Time of Sale Prospectus;

2.	The General Partner is validly existing as a limited liability company in good standing under the laws of Delaware, and has the limited liability company power and authority to act as the general partner of the Partnership as described in the Time of Sale Prospectus;

The Units have been duly authorized for issuance and sale to the Underwriters pursuant to the Underwriting Agreement and, when issued and delivered by the Partnership in accordance with the terms of the Underwriting Agreement against payment of the consideration set forth therein, will be validly issued and fully paid (to the extent required by the Partnership Agreement) and non-assessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act);

4.	The Underwriting Agreement has been duly authorized, executed and delivered by the Partnership and the General Partner;

Neither the execution and delivery by the Partnership and General Partner of, nor the performance by the Partnership or General Partner of its obligations under, the Underwriting Agreement will conflict with, contravene, result in a breach or violation of, or imposition of any lien, charge or encumbrance upon any property or assets of the Partnership or General Partner, or constitute a default under (i) the Delaware Revised Uniform Limited Partnership Act, the Delaware Limited Liability Company Act or federal law (the “Applicable Laws”); (ii) the certificate of formation, partnership agreement or operating agreement of the Partnership or General Partner; or (iii) any contract, agreement, obligation, covenant or instrument filed as exhibit to the Registration Statement , except for such conflict, contravention, breaches, violations, defaults, liens, charges or encumbrances, in the case of clauses (i) and (iii) that would not result in a Material Adverse Effect, it being understood that we do not express an opinion in clause (iii) of this paragraph (5) with respect to any securities or other anti-fraud laws;

No approval, authorization, consent, order or filing of or with any court or governmental body or agency under the Applicable Laws, is required in connection with the issuance and sale of the Units, the execution, delivery or performance by any of the Partnership Parties of the Underwriting Agreement, or for the consummation by the Partnership Parties of the transactions contemplated by the Underwriting Agreement, other than (i) such as have been obtained under the Securities Act or the Exchange Act, (ii) such as may be required under the securities or blue sky laws of the various jurisdictions in which the Units are being offered by the Underwriters or the by-laws and rules of FINRA;

(iii) such consents as have been obtained or made and (iv) such consents that, if not obtained, would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect;

The Registration Statement has been declared effective; to our knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the Securities Act and no proceedings therefor have been initiated by the Commission. The Preliminary Prospectus and the Prospectus have been filed in accordance with Rule 424(b) under the Securities Act.

The Registration Statement at the time it was declared effective, and the Prospectus, as of its date, each appeared on its face to be appropriately responsive in all material respects to the applicable requirements under the Securities Act and the rules and regulations of the Commission thereunder; it being understood, however, that we express no view with respect to Regulation S-T or the financial statements, schedules, or other financial data, included in, or omitted from, the Registration Statement or the Prospectus, and we express no opinion pursuant to this paragraph as to the antifraud provisions of U.S. federal securities laws. For purposes of this paragraph, we have assumed that the statements made in the Registration Statement and the Prospectus are correct and complete.

The Preferred Units conform in all material respects to the descriptions thereof contained in the Registration Statement, the Preliminary Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—The Offering,” “Description of Series A Preferred Units,” and “Description of the Preferred Units.”

10.

The statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Description of Series A Preferred Units” and “Material U.S. Federal Income Tax Considerations,” insofar as they purport to summarize any agreement, statute or regulation, are accurate summaries in all material respects;

11.

The Partnership is not, and after giving effect to the offering and sale of the Units and the application of the proceeds thereof as described in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended; and

12.	Nothing has come to the attention of such counsel that causes such counsel to believe that:

the Registration Statement, at the latest Effective Date thereof, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

the Time of Sale Prospectus as of the Time of Sale included any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or

the Prospectus as of its date or, as applicable, as of the Closing Date (or any Option Closing Date, as applicable) included or includes any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,

except, in each case, that we make no statement and express no belief with respect to financial statements and schedules and other financial or statistical data derived therefrom and information pertaining to oil and gas reserves included in or omitted from the Registration Statement, the Time of Sale Prospectus or the Prospectus or any amendment or supplement thereto.

13.

Based on such facts and subject to the qualifications, assumptions and limitations set forth herein and in the Registration Statement, the Preliminary Prospectus and the Prospectus, our opinion that is filed as Exhibit 8.1 to the Registration Statement is confirmed, and you may rely upon such opinion as if it were addressed to you.

EXHIBIT B

FORM OF LOCK-UP LETTER TO BE SIGNED BY OFFICERS, DIRECTORS AND CERTAIN UNITHOLDERS

May , 2015

STIFEL, NICOLAUS & COMPANY, INCORPORATED

237 Park Ave, 8th Floor

New York, NY 10017

Ladies and Gentlemen:

The undersigned understands that Stifel, Nicolaus & Company, Incorporated (“Stifel”) (the “Representative”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), relating to a proposed underwritten public offering (the “Public Offering”) of Series A Preferred Units in the Partnership (the “Preferred Units”).

To induce you and the other Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Stifel on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the Underwriting Agreement (the “Restricted Period”), (1) issue, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Preferred Units, Common Units (as defined by the First Amended and Restated Agreement of Limited Partnership of the Partnership, as amended from time to time) or any securities convertible into or exercisable or exchangeable for Preferred Units or Common Units, (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Preferred Units or Common Units, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery of Preferred Units, Common Units or such other securities, in cash or otherwise, (3) file any registration statement with the Commission relating to the offering of any Preferred Units, Common Units or any securities convertible into or exercisable or exchangeable for Preferred Units or Common Units, or (4) publicly announce an intention to effect any transaction specified in clause (1), (2) or (3). The foregoing sentence shall not apply to (a) transactions relating to Preferred Units, Common Units or other securities acquired in open market transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) shall be required or shall be voluntarily made in connection with subsequent sales of Preferred Units, Common Units or other securities acquired in such open market transactions, (b) transfers of Preferred Units, Common Units or any security convertible into Preferred Units or Common Units as a bona fide gift, (c) transfers by will or intestate succession to the undersigned’s family or to a trust, the beneficiaries of which are exclusively the undersigned or members of the undersigned’s family, (d) pro rata distributions of Preferred Units, Common Units or any security convertible into Preferred Units or Common Units to limited partners or unitholders of the undersigned, or (e) the

establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act; provided that in the case of any transfer or distribution pursuant to clause (b), (c) or (d), (i) each donee or distributee shall sign and deliver a lock-up letter substantially in the form of this letter and (ii) no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of Preferred Units or Common Units, shall be required or shall be voluntarily made during the restricted period referred to in the foregoing sentence. In addition, the undersigned agrees that, without the prior written consent of Stifel on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any Preferred Units, Common Units or any security convertible into or exercisable or exchangeable for Preferred Units or Common Units. The undersigned also agrees and consents to the entry of stop transfer instructions with the Partnership’s transfer agent and registrar against the transfer of the undersigned’s Preferred Units and Common Units except in compliance with the foregoing restrictions.

The undersigned understands that the Partnership and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Partnership and the Underwriters.

Very truly yours,

(Name)

(Address)

LOGO

Tel 713.758.2222 Fax 713.758.2346

Exhibit 5.1

May 8, 2015

New Source Energy Partners L.P.

914 North Broadway, Suite 230

Oklahoma City, Oklahoma 73102

Ladies and Gentlemen:

We have acted as counsel for New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), in connection with the proposed offering and sale by the Partnership of 1,760,000 11.00% Series A Cumulative Convertible Preferred Units (the “Firm Units”) representing preferred equity interests in the Partnership (the “Preferred Units”) at a price to the public of $25.00 per Preferred Unit and up to an additional 264,000 Preferred Units pursuant to the Underwriters’ (as defined below) option to purchase additional Preferred Units (together with the Firm Units, the “Units”) pursuant to that certain Underwriting Agreement dated May 5, 2015 (the “Underwriting Agreement”) by and among the Partnership and New Source Energy GP, LLC, a Delaware limited liability company (the “General Partner”) and the several underwriters named therein (the “Underwriters”).

In connection with the rendering of the opinions hereinafter set forth, we have examined (i) the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the “Partnership Agreement”); (ii) the Registration Statement on Form S-3 (Registration No. 333-195129) with respect to the Units being sold by the Partnership (the “Registration Statement”); (iii) the prospectus included in the Registration Statement dated April 21, 2014 (the “Base Prospectus”); (iv) the prospectus supplement to said prospectus dated May 5, 2015 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”); (v) resolutions of the Board of Directors of the General Partner and the pricing committee thereof; and (vi) such other certificates, statutes and other instruments and documents as we considered appropriate for purposes of the opinions hereafter expressed. In addition, we reviewed such questions of law as we considered appropriate.

In connection with rendering the opinions set forth below, we have assumed that (i) all information contained in all documents reviewed by us is true and correct, (ii) all signatures on all documents examined by us are genuine, (iii) all documents submitted to us as originals are authentic and all documents submitted to us as copies conform to the originals of those documents, (iv) the Registration Statement, and any amendments thereto (including post-effective amendments), will be effective, and all Units will be sold in compliance with applicable federal and state securities laws and in the manner specified in the Registration Statement and the applicable Prospectus.

Based on the foregoing, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Units, when issued, will be validly issued, fully paid and non-assessable, except as such non-assessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act (the “Delaware LP Act”) and as described in the Prospectus.

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London

Moscow New York Palo Alto Riyadh San Francisco Tokyo Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760 United States of America

Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com

May 8, 2015 Page 2

LOGO

The foregoing opinion is limited to the Delaware LP Act (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws) and the federal laws of the United States of America. We are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the use of our name in the Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations thereunder.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

Exhibit 8.1

LOGO

May 8, 2015

New Source Energy Partners L.P.

914 North Broadway, Suite 230

Oklahoma City, Oklahoma 73102

Re:	New Source Energy Partners L.P. Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as counsel to New Source Energy Partners L.P. (the “Partnership”), a Delaware limited partnership, with respect to certain legal matters in connection with the offer and sale of Series A Cumulative Convertible Preferred Units in the Partnership. We have also participated in the preparation of a Prospectus Supplement (the “Prospectus Supplement”) dated on or about the date hereof, and the Prospectus dated April 21, 2014 (the “Prospectus”), forming part of the Registration Statement on Form S-3, No. 333-195129 (the “Registration Statement”).

This opinion is based on various facts and assumptions, and is conditioned upon certain representations made by the Partnership as to factual matters through a certificate of an officer of the Partnership (the “Officer’s Certificate”). In addition, this opinion is based upon the factual representations of the Partnership concerning its business, properties and governing documents as set forth in the Registration Statement and any public filings with the Securities and Exchange Commission that are incorporated by reference.

In our capacity as counsel to the Partnership, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and other instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures thereon, the legal capacity of natural persons executing such documents and the conformity to authentic original documents of all documents submitted to us as copies. For the purpose of our opinion, we have not made an independent investigation or audit of the facts set forth in the above-referenced documents or in the Officer’s Certificate. In addition, in rendering this opinion we have assumed the truth and accuracy of all representations and statements made to us which are qualified as to knowledge or belief, without regard to such qualification.

We hereby confirm that all statements of legal conclusions contained in the discussion in the Prospectus under the caption “Material U.S. Federal Income Tax Considerations,” as updated by the discussion in the Prospectus Supplement under the caption “Material U.S. Federal Income Tax Considerations” (together, the “Discussions”), constitute the opinion of Vinson & Elkins L.L.P. with

Vinson & Elkins LLP Attorneys at Law

Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow

New York Palo Alto Riyadh San Francisco Tokyo Washington

1001 Fannin Street, Suite 2500

Houston, TX 77002-6760

Tel +1.713.758.2222 Fax +1.713.758.2346 www.velaw.com


		Page 2

respect to the matters set forth therein as of the effective date of the Registration Statement, subject to the assumptions, qualifications, and limitations set forth therein. This opinion is based on various statutory provisions, regulations promulgated thereunder and interpretations thereof by the Internal Revenue Service and the courts having jurisdiction over such matters, all of which are subject to change either prospectively or retroactively. Also, any variation or difference in the facts from those set forth in the representations described above, including in the Registration Statement and the Officer’s Certificate, may affect the conclusions stated herein.

No opinion is expressed as to any matter not discussed in the Discussions. We are opining herein only as to the federal income tax matters described above, and we express no opinion with respect to the applicability to, or the effect on, any transaction of other federal laws, foreign laws, the laws of any state or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state.

This opinion is rendered to you as of the effective date of the Registration Statement, and we undertake no obligation to update this opinion subsequent to the date hereof. This opinion is furnished to you and may be relied on by you in connection with the transactions set forth in the Registration Statement. In addition, this opinion may be relied on by persons entitled to rely on it pursuant to applicable provisions of federal securities law, including persons purchasing common units pursuant to the Registration Statement. However, this opinion may not be relied upon for any other purpose or furnished to, assigned to, quoted to or relied upon by any other person, firm or other entity, for any purpose, without our prior written consent.

We hereby consent to the filing of this opinion of counsel as Exhibit 8.1 to the Current Report on Form 8-K of the Partnership dated on or about the date hereof, to the incorporation by reference of this opinion of counsel into the Registration Statement and to the reference to our firm in the Prospectus and the Prospectus Supplement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Vinson & Elkins L.L.P.

Vinson & Elkins L.L.P.

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