<PAGE>

                                                        EXHIBIT 10.FF

                   SECOND AMENDED AND RESTATED
                AGREEMENT OF LIMITED PARTNERSHIP
                OF EL PASO ENERGY PARTNERS, L.P.

              Amended and Restated effective as of
                         August 31, 2000

<PAGE>
                        TABLE OF CONTENTS

                                                             Page
ARTICLE I Organizational Matters                               1
     1.1  Formation                                            1
     1.2  Name                                                 1
     1.3  Registered Office; Principal Office                  2
     1.4  Power of Attorney.                                   2
     1.5  Term                                                 4
     1.6  Possible Restrictions on Transfer                    4

ARTICLE II Definitions                                         5

ARTICLE III Purpose                                           20
     3.1  Purpose and Business                                20
     3.2  Powers                                              20

ARTICLE IV Capital Contributions                              20
     4.1  Initial Contributions                               20
     4.2  Return of Initial Contributions                     21
     4.3  Contribution by the General Partner and the
          Initial Limited Partner.                            21
     4.4  Issuance of Additional Units and Other
          Securities.                                         21
     4.5  Limited Preemptive Rights                           24
     4.6  Capital Accounts.                                   24
     4.7  Interest                                            26
     4.8  No Withdrawal                                       26
     4.9  Loans from Partners                                 26
     4.10 No Fractional Units                                 26
     4.11 Partnership Interest Adjusting Events.              26

ARTICLE V Allocations and Distributions                       27
     5.1  Allocations for Capital Account Purposes            27
     5.2  Allocations for Tax Purposes.                       36
     5.3  Requirement and Characterization of
          Distributions                                       38
     5.4  Distributions During Series A Preference Unit
          Preference Period                                   39
     5.5  Distributions With Respect to Calendar
          Quarters After the Series A Preference Unit
          Preference Period.                                  40
     5.6  Conversion of Series A Preference Units.            44
     5.7  Distributions of Cash from Interim Capital
          Transactions                                        45
     5.8  Definitions                                         45
     5.9  Adjustments to Minimum Quarterly Distribution
          Levels, Target Levels, Unrecovered Capital,
          Series B Preference Unit Amounts and Certain
          Other Provisions.                                   50
     5.10 Reserve Amount                                      50
     5.11 Special Distributions.                              51

ARTICLE VI Management And Operation Of Business               51
     6.1  Management.                                         51
     6.2  Certificate of Limited Partnership                  53
     6.3  Restrictions on General Partner's Authority.        53
     6.4  Reimbursement of the General Partner.               54
     6.5  Outside Activities.                                 55
     6.6  Loans to and from the General Partner;
          Contracts with Affiliates.                          56
     6.7  Indemnification.                                    57
     6.8  Liability of Indemnitees.                           59
     6.9  Resolution of Conflict of Interest.                 59
     6.10 Other Matters Concerning the General Partner.       61
     6.11 Title to Partnership Assets                         61
     6.12 Purchase or Sale of Preference Units                62
     6.13 Reliance by Third Parties                           62
     6.14 Registration Rights of the General Partner
          and its Affiliates.                                 62

ARTICLE VII Rights And Obligations Of Limited Partners        64
     7.1  Limitation of Liability                             64
     7.2  Management of Business                              64
     7.3  Outside Activities                                  65
     7.4  Return of Capital                                   65
     7.5  Rights of Limited Partner Relating to the
          Partnership.                                        65

ARTICLE VIII Book, Records, Accounting and Reports            66
     8.1  Records and Accounting                              66
     8.2  Fiscal Year                                         66
     8.3  Reports.                                            66

ARTICLE IX Tax Matters                                        67
     9.1  Preparation of Tax Return                           67
     9.2  Tax Elections                                       67
     9.3  Tax Controversies                                   67
     9.4  Organizational Expenses                             67
     9.5  Withholding                                         67
     9.6  Entity-Level Taxation                               68
     9.7  Entity-Level Deficiency Collections                 68
     9.8  Opinions of Counsel                                 68

ARTICLE X Unit Certificate                                    69
     10.1 Unit Certificates                                   69
     10.2 Registration, Registration of Transfer and
          Exchange.                                           69
     10.3 Mutilated, Destroyed, Lost or Stolen
          Certificates.                                       69
     10.4 Record Holder                                       70

ARTICLE XI Transfer of Interests                              71
     11.1 Transfer.                                           71
     11.2 Transfer of General Partner's Partnership
          Interest.                                           71
     11.3 Transfer of Units.                                  72
     11.4 Restrictions on Transfers                           72
     11.5 Citizenship Certificates; Non-citizen
          Assignees.                                          72
     11.6 Redemption of Interests.                            73

ARTICLE XII Admission of Partners                             75
     12.1 Admission of Initial Limited Partners               75
     12.2 Admission of Substituted Limited Partners           75
     12.3 Admission of Successor General Partner              76
     12.4 Admission of Additional Limited Partners.           76
     12.5 Amendment of Agreement and Certificate of
          Limited Partnership                                 76

ARTICLE XIII Withdrawal or Removal of Partners                76
     13.1 Withdrawal of the General Partner.                  76
     13.2 Removal of the General Partner                      78
     13.3 Interest of Departing Partner and Successor
          General Partner.                                    78
     13.4 Withdrawal of Limited Partners                      80

ARTICLE XIV Dissolution and Liquidation                       80
     14.1 Dissolution                                         80
     14.2 Continuation of the Business of the
          Partnership after Dissolution                       80
     14.3 Liquidation                                         81
     14.4 Distributions in Kind.                              82
     14.5 Cancellation of Certificate of Limited
          Partnership                                         83
     14.6 Reasonable Time for Winding Up                      83
     14.7 Return of Capital                                   83
     14.8 Capital Account Restoration                         83
     14.9 Waiver of Partition                                 83
<PAGE>
ARTICLE XV Amendment of Partnership Agreement; Meetings;
     Record Date                                              83
     15.1 Amendments to be Adopted Solely by General
          Partner                                             83
     15.2 Amendment Procedures                                84
     15.3 Amendment Requirement.                              85
     15.4 Meetings                                            86
     15.5 Notice of a Meeting                                 86
     15.6 Record Date                                         86
     15.7 Adjournment                                         86
     15.8 Waiver of Notice; Approval of Meeting;
          Approval of Minutes                                 86
     15.9 Quorum                                              87
     15.10 Conduct of Meeting                                 87
     15.11 Action Without a Meeting                           88
     15.12 Voting and Other Rights                            88

ARTICLE XVI Merger                                            89
     16.1 Authority                                           89
     16.2 Procedure for Merger or Consolidation               89
     16.3 Approval by Limited Partner of Merger or
          Consolidation.                                      90
     16.4 Certificate of Merger                               90
     16.5 Effect of Merger.                                   90

ARTICLE XVII Right to Acquire Units                           91
     17.1 Right to Redeem Preference Units.                   91
     17.2 Right to Acquire Units                              92
     17.3 Notice of Election to Redeem or Acquire
          Units.                                              92
     17.4 Surrender of Unit Certificates                      94

ARTICLE XVIII General Provisions                              94
     18.1 Addresses and Notices                               94
     18.2 Titles and Captions                                 95
     18.3 Pronouns and Plurals                                95
     18.4 Further Action                                      95
     18.5 Binding Effect                                      95
     18.6 Integration                                         95
     18.7 Creditors                                           95
     18.8 Waiver                                              95
     18.9 Counterparts                                        95
     18.10 Applicable Law                                     96
     18.11 Invalidity of Provisions                           96

<PAGE>
                   SECOND AMENDED AND RESTATED
                AGREEMENT OF LIMITED PARTNERSHIP
                               OF
                  EL PASO ENERGY PARTNERS, L.P.

     This  Second  Amended  and  Restated  Agreement  of  Limited
Partnership  of  El Paso Energy Partners, L.P.,  as  Amended  and
Restated effective as of August 31, 2000, is entered into by  and
among El Paso Energy Partners Company, a Delaware corporation, as
the  General Partner, and the Limited Partners, together with any
other  Persons who become Partners in the Partnership as provided
herein.   In  consideration  of  the  covenants,  conditions  and
agreements contained herein, the parties hereto hereby  agree  as
follows:

                            ARTICLE I
                     Organizational Matters

     1.1  Formation

 .   The  General  Partner and the Organizational Limited  Partner
have  previously formed this Partnership as a limited partnership
pursuant  to  the  provisions of the Delaware  Act.  The  General
Partner  and  the  Organizational  Limited  Partner  amended  and
restated the original Agreement of Limited Partnership of El Paso
Energy  Partners, L.P. (formerly known as Leviathan Gas  Pipeline
Partners, L.P.) in its entirety by entering into the Amended  and
Restated  Agreement of Limited Partnership dated as  of  February
19,   1993  (the  "February  1993  Partnership  Agreement").  The
February 1993 Partnership Agreement was amended by: Amendment No.
1  dated  December 31, 1996, which effected a split of  the  then
outstanding  Units;  Amendment No. 2 dated June  1,  1999,  which
lowered  the percentage of outstanding Units necessary to  remove
the   General   Partner  in  connection  with  the  Partnership's
acquisition  from  El  Paso  Energy  Corporation  an   additional
interest in Viosca Knoll Gathering Company; and Amendment  No.  3
dated  November  30, 1999, which dealt with  the  change  in  the
Partnership's  and  the  General  Partner's  names.  The  General
Partner  and  the Limited Partners hereby amend and restate,  and
replace in its entirety, the February 1993 Partnership Agreement,
as amended prior to the Second Restatement Date, with this Second
Amended and Restated Agreement of Limited Partnership of El  Paso
Energy  Partners,  L.P.  The  changes  effected  by  this  second
amendment and restatement include: (i) incorporating the  changes
made  by  Amendments  No.  1-3 to the February  1993  Partnership
Agreement;  (ii) authorizing and issuing the Series B  Preference
Units  in  connection with the Partnership's acquisition  of  the
Crystal  storage facilities; and (iii) making certain corrections
and  clarifications. Subject to the provisions of this Agreement,
the  General Partner and the Limited Partners hereby continue the
Partnership  as a limited partnership pursuant to the  provisions
of  the  Delaware  Act.   Except as  expressly  provided  to  the
contrary  in  this Agreement, the rights and obligations  of  the
Partners  and the administration, dissolution and termination  of
the  Partnership  shall  be governed by the  Delaware  Act.   The
Partnership  Interest of each Partner shall be personal  property
for all purposes.

     1.2  Name

 .  The name of the Partnership shall be "El Paso Energy Partners,
L.P."  (formerly known as Leviathan Gas Pipeline Partners, L.P.).
The  Partnership's business may be conducted under any other name
or  names deemed necessary or appropriate by the General Partner,
including, without limitation, the name of the General Partner or
any  Affiliate thereof.  The words "Limited Partnership," "L.P.,"
"Ltd."  or  similar  words or letters shall be  included  in  the
Partnership's name where necessary for the purposes of  complying
with  the laws of any jurisdiction that so requires.  The General
Partner  in  its  sole  discretion may change  the  name  of  the
Partnership  at any time and from time to time and  shall  notify
the   Limited  Partners  of  such  change  in  the  next  regular
communication to Limited Partners.
<PAGE>
     1.3  Registered Office; Principal Office

 .    Unless  and  until  changed  by  the  General  Partner,  the
registered  office  of the Partnership in the State  of  Delaware
shall be located at Corporation Trust Center, 1209 Orange Street,
Wilmington, New Castle County, Delaware 19801, and the registered
agent  for service of process on the Partnership in the State  of
Delaware  at  such  registered office shall  be  The  Corporation
Trust.   The principal office of the Partnership and the  address
of  the  General  Partner  shall be the El  Paso  Building,  1001
Louisiana  Street, Houston, Texas 77002, or such other  place  as
the General Partner may from time to time designate by notice  to
the  Limited Partners.  The Partnership may maintain  offices  at
such  other  place  or  places within or  outside  the  State  of
Delaware as the General Partner deems advisable.

     1.4  Power of Attorney.

     (a)  Each Limited Partner and each Assignee hereby constitutes
and  appoints  each of the General Partner and, if  a  Liquidator
shall have been selected pursuant to Section 14.3, the Liquidator
severally  (and  any  successor  to  either  thereof  by  merger,
transfer,  assignment, election or otherwise) and each  of  their
respective  authorized officers and attorneys-in-fact  with  full
power of substitution, as his true and lawful agent and attorney-
in-fact  with  full power and authority in his  name,  place  and
stead to:
<PAGE>
          (i)  execute, swear to, acknowledge, deliver, file and record in
     the appropriate public offices (A) all certificates, documents
     and  other instruments (including, without limitation,  this
     Agreement and the Certificate of Limited Partnership and all
     amendments or restatements thereof) that the General Partner or
     the Liquidator deems necessary or appropriate to form, qualify or
     continue the existence or qualification of the Partnership as a
     limited  partnership (or a partnership in which the  limited
     partners have limited liability) in the State of Delaware and in
     all other jurisdictions in which the Partnership may conduct
     business or own property, (B) all certificates, documents and
     other instruments that the General Partner or the Liquidator
     deems necessary or appropriate to reflect, in accordance with its
     terms, any amendment, change, modification or restatement of this
     Agreement, (C) all certificates, documents and other instruments
     (including, without limitation, conveyances and a certificate of
     cancellation) that the General Partner or the Liquidator deems
     necessary  or  appropriate to reflect  the  dissolution  and
     liquidation of the Partnership pursuant to the terms of this
     Agreement, (D) all certificates, documents and other instruments
     relating to the admission, withdrawal, removal or substitution of
     any Partner pursuant to, or other events described in, Article
     XI, XII, XIII or XIV or the Capital Contribution of any Partner,
     (E) all certificates, documents and other instruments relating to
     the determination of the rights, preferences and privileges of
     any class or series of Units or other securities issued pursuant
     to  Section 4.4 and (F) all certificates documents and other
     instruments (including, without limitation, agreements and a
     certificate of merger) relating to a merger or consolidation of
     the Partnership pursuant to Article XVI;

(ii) execute, swear to, acknowledge, deliver, file and record all
ballots, consents, approval waivers, certificates and other
instruments necessary or appropriate, in the sole discretion of
the General Partner or the Liquidator, to make, evidence, give,
confirm or ratify any vote, consent, approval, agreement or other
action that is made or given by the Partners hereunder or is
consistent with the terms of this Agreement or is necessary or
appropriate, in the sole discretion of the General Partner or the
Liquidator, to effectuate the terms or intent of this Agreement,
provided, that when required by Section 15.3 or any other
provision of this Agreement that establishes a percentage of the
Limited Partners or of the Limited Partners of any class or
series required to take any action, the General Partner or the
Liquidator may exercise the power of attorney made in this
Section 1.4(a)(ii) only after the necessary vote, consent or
approval of the Limited Partners or of the Limited Partners of
such class or series;
(iii)     sign, execute and file with the Department of Interior
(including any bureau, office or other unit thereof, whether in
Washington, D.C., or in the field, or any officer or employee
thereof), as well as with any other federal or state agencies,
departments, bureaus, offices or authorities, any documents or
instruments related to the Partnership or its business which the
General Partner in its sole discretion determines should be
filed, including, without limitation, (A) any and all offers to
lease and leases of or with respect to (including amendments,
modifications, supplements, renewals and exchanges thereof) any
lands under the jurisdiction of the United States or any state
(including, without limitation, lands within the public domain,
acquired lands and Indian lands) under any act or regulation
which provides for the leasing thereof; (B) all statements of
interest and holdings on behalf of the Partnership or the
Partners; (C) any other statements, notices or communications now
or hereafter required or permitted to be filed under any law,
rule or regulation of the United States or any state, including,
without limitation, the Minerals Land Leasing Act of 1920, as
amended, 30 U.S.C. 181 et seq., the Mineral Leasing Act for
Acquired Lands of 1947, as amended, 30 U.S.C. 351 et seq., the
Right-of-Way Leasing Act of 1930, 30 U.S.C. 301 et seq., and the
Outer Continental Shelf Lands Act of 1953, 43 U.S.C. 1331 et
seq., relating to the leasing of lands for oil and gas
exploration or development; and (D) any request for approval of
assignments or transfers of oil and gas leases, any utilization
or pooling agreements and any other documents relating to lands
under the jurisdiction of the United States or any state;
Nothing  contained in this Section 1.4(a) shall be  construed  as
authorizing the General Partner to amend this Agreement except in
accordance  with  Article XV, or as may  be  otherwise  expressly
provided for in this Agreement.

     (b)  The foregoing power of attorney is hereby declared to be
irrevocable  and a power coupled with an interest  and  it  shall
survive   and   not   be  affected  by  the   subsequent   death,
incompetency, disability, incapacity, dissolution, bankruptcy  or
termination  of any Limited Partner or Assignee and the  transfer
of  all  or  any portion of such Limited Partner's or  Assignee's
Partnership Interest and shall extend to such Limited Partners or
Assignee's    heirs,    successors,    assigns    and    personal
representatives.   Each such Limited Partner or  Assignee  hereby
agrees  to  be  bound by any representation made by  the  General
Partner  or the Liquidator acting in good faith pursuant to  such
power  of  attorney;  and each such Limited Partner  or  Assignee
hereby  waives  any  and all defenses that may  be  available  to
contest, negate or disaffirm the action of the General Partner or
the  Liquidator taken in good faith under such power of attorney.
Each Limited Partner or Assignee shall execute and deliver to the
General  Partner or the Liquidator, within 15 days after  receipt
of  the  General Partner's or the Liquidator's request  therefor,
such   further  designations,  powers  of  attorney   and   other
instruments  as  the  General Partner  or  the  Liquidator  deems
necessary  to effectuate this Agreement and the purposes  of  the
Partnership.
<PAGE>
     1.5  Term

 .   The  Partnership commenced upon the filing of the Certificate
of  Limited Partnership in accordance with the Delaware  Act  and
shall  continue  in  existence until  the  close  of  Partnership
business  on  December 31, 2043, or until the earlier termination
of  the  Partnership in accordance with the provisions of Article
XIV.

     1.6  Possible Restrictions on Transfer

 .   Notwithstanding  anything to the contrary contained  in  this
Agreement,  in  the  event  of  (i) the  enactment  (or  imminent
enactment)  of  any  legislation, (ii)  the  publication  of  any
temporary   or  final  regulation  by  the  Treasury   Department
("Treasury Regulation"), (iii) any ruling by the Internal Revenue
Service  or (iv) any judicial decision that in any such case,  in
the  Opinion  of  Counsel, would result in the  taxation  of  the
Partnership  for federal income tax purposes as a corporation  or
would  otherwise  subject the Partnership to being  taxed  as  an
entity  for  federal income tax purposes, then,  either  (a)  the
General  Partner may impose such restrictions on the transfer  of
Units  or Partnership Interests as may be required in the Opinion
of  Counsel  to  prevent the Partnership from being  taxed  as  a
corporation  or  otherwise being taxed as an entity  for  federal
income  tax  purposes, including, without limitation, making  any
amendments to this Agreement as the General Partner in  its  sole
discretion may determine to be necessary or appropriate to impose
such  restrictions,  provided, that any such  amendment  to  this
Agreement  that  would result in the delisting or  suspension  of
trading  of  any  class or series of Units or  other  Partnership
Securities  on  any  National  Securities  Exchange  or  national
securities market on which such class or series of Units or other
Partnership  Securities are then traded must be approved  by  the
holders of at least 66 2/3% of the Outstanding securities of such
class  or  series or (b) upon the recommendation of  the  General
Partner  and the approval of the holders of at least 66  2/3%  of
all  Outstanding Voting Units, the Partnership may  be  converted
into  and  reconstituted as a trust or any other  type  of  legal
entity  (the  "New Entity") in the manner and on other  terms  so
recommended  and  approved.  In such event, the business  of  the
Partnership  shall  be  continued  by  the  New  Entity  and  the
Outstanding  Units  and  other Partnership  Securities  shall  be
converted  into equity interests of the New Entity in the  manner
and  on  the  terms so recommended and approved.  Notwithstanding
the foregoing, no such reconstitution shall take place unless the
Partnership  shall  have received an Opinion of  Counsel  to  the
effect  that the liability of the Limited Partners for the  debts
and  obligations of the New Entity shall not, unless such Limited
Partners  take  part in the control of the business  of  the  New
Entity,  exceed that which otherwise had been applicable to  such
Limited Partners as limited partners of the Partnership under the
Delaware Act.

     1.7  Series A Common Unit Terminology

 .   For  the avoidance of confusion, the Units referred to herein
as  "Series  A  Common Units" are the Units referred  to  in  the
February 1993 Partnership Agreement as "Common Units." The  Units
referred  to herein as "Series A Common Units" shall be  referred
to  publicly,  and  shall  be  reflected  on  the  relevant  Unit
certificate, as "Common Units" until such time (which time may or
may  not occur) as the Partnership authorizes and issues a second
class or series of Common Units.
<PAGE>
                           ARTICLE II
                           Definitions

     The  following  definitions shall, for all purposes,  unless
otherwise  clearly indicated to the contrary, be applied  to  the
terms used in this Agreement:

     "1996 Split Date" means December 31, 1996.

     "Additional Limited Partner" means a Person admitted to  the
Partnership as a Limited Partner pursuant to Section 12.4 and who
is shown as such on the books and records of the Partnership.

     "Adjusted   Capital  Account"  means  the  Capital   Account
maintained for each Partner as of the end of each taxable year of
the  Partnership, (a) increased by any amounts that such  Partner
is  obligated  to  restore under the standards  set  by  Treasury
Regulation  Section 1.704-1(b)(2)(ii)(c) (or is deemed  obligated
to  restore under Treasury Regulation Sections 1.704-2(g)(1)  and
1.704-2(i)(5)), and (b) decreased by (i) the amount of all losses
and  deductions  that  as of the end of such  taxable  year,  are
reasonably expected to be allocated to such Partner in subsequent
years  under  Sections  704(e)(2) and  706(d)  of  the  Code  and
Treasury  Regulation  Section  1.751-1(b)(2)(ii),  and  (ii)  the
amount  of  all distributions that as of the end of such  taxable
year,  are  reasonably expected to be made  to  such  Partner  in
subsequent  years in accordance with the terms of this  Agreement
or  otherwise  to the extent they exceed offsetting increases  to
such  Partner's Capital Account that are reasonably  expected  to
occur  during  (or prior to) the year in which such distributions
are  reasonably  expected to be made (other than increases  as  a
result of a minimum gain chargeback pursuant to Section 5.1(e)(i)
or  5.1(e)(ii)).   The foregoing definition of  Adjusted  Capital
Account  is  intended to comply with the provisions  of  Treasury
Regulation  Section 1.704-1(b)(2)(ii)(d) and shall be interpreted
consistently therewith.  The Adjusted Capital Account in  respect
of  a  Unit or any other Partnership Security shall be the amount
which  such  Adjusted Capital Account would be if  such  Unit  or
other   Partnership  Security  was  the  only  interest  in   the
Partnership held by a Limited Partner.

     "Adjusted Property" means any property the Carrying Value of
which  has  been  adjusted  pursuant  to  Section  4.6(d)(i)   or
4.6(d)(ii).  Once an Adjusted Property is deemed distributed  by,
and  recontributed  to, the Partnership for  federal  income  tax
purposes  upon a termination thereof pursuant to Section  708  of
the Code, such property shall thereafter constitute a Contributed
Property  until  the Carrying Value of such property  is  further
adjusted pursuant to Section 4.6(d)(i) or 4.6(d)(ii) hereof.

     "Affiliate"  means, with respect to any  Person,  any  other
Person that directly or indirectly Controls, is Controlled by  or
is under common Control with, the Person in question.

     "Agreed  Allocation" means any allocation made  pursuant  to
Section 5.1(a), (b), (c) or (d).

     "Agreed  Value" of any Contributed Property means  the  fair
market value of such property or other consideration at the  time
of  contribution as determined by the General Partner using  such
reasonable  method  of valuation as it may  adopt.   The  General
Partner  shall,  in its sole discretion, use such  method  as  it
deems reasonable and appropriate to allocate the aggregate Agreed
Value of Contributed Properties contributed to the Partnership in
a  single  or integrated transaction among such properties  on  a
basis proportional to their fair market value.

     "Agreement" means this Second Amended and Restated Agreement
of   Limited  Partnership  of  El  Paso  Energy  Partners,  L.P.,
(including  any exhibits, schedules or other attachments)  as  it
may  be  further  amended, supplemented,  restated  or  otherwise
modified from time to time.

     "Argo"  means  Argo,  L.L.C., a Delaware  limited  liability
company.

     "Argo  I" means Argo I, L.L.C., a Delaware limited liability
company.

     "Argo   II"  means  Argo  II,  L.L.C.,  a  Delaware  limited
liability company.

     "Assignee" means (a) a Person to whom one or more Units have
been  transferred in a manner permitted under this Agreement  and
who has executed and delivered a Transfer Application as required
by  this  Agreement but who has not become a Substituted  Limited
Partner or (b) a Non-citizen Assignee.
<PAGE>
     "Available  Cash" has the meaning assigned to such  term  in
Section 5.8(a).

     "Book-Tax  Disparity"  means with respect  to  any  item  of
Contributed Property or Adjusted Property, as of the date of  any
determination, the difference between the Carrying Value of  such
Contributed Property or Adjusted Property and the adjusted  basis
thereof  for  federal income tax purposes as  of  such  date.   A
Partner's share of the Partnership's Book-Tax Disparities in  all
of  its  Contributed  Property  and  Adjusted  Property  will  be
reflected  by  the  difference  between  such  Partner's  Capital
Account  balance as maintained pursuant to Section  4.6  and  the
hypothetical  balance of such Partner's Capital Account  computed
as  if it had been maintained strictly in accordance with federal
income tax accounting principles.

     "Business  Day" means Monday through Friday  of  each  week,
except  that a legal holiday recognized as such by the government
of the United States or the States of New York or Texas shall not
be regarded as a Business Day.

     "Capital  Account" means the capital account maintained  for
any Partner pursuant to Section 4.6.

     "Capital  Contribution" means any cash, cash equivalents  or
the  Net  Agreed  Value of Contributed Property  that  a  Partner
contributes  (or  is  deemed to contribute)  to  the  Partnership
pursuant to Section 4.1, 4.3, 4.4, 4.6(c) or 13.3(c).

     "Carrying  Value"  means (a) with respect to  a  Contributed
Property,  the  Agreed Value of such property  reduced  (but  not
below  zero) by all depreciation, amortization and cost  recovery
deductions  charged to the Partners' Capital  Accounts,  and  (b)
with  respect  to  any other Partnership property,  the  adjusted
basis of such property for federal income tax purposes, all as of
the  time  of determination.  The Carrying Value of any  property
shall  be  adjusted from time to time in accordance with Sections
4.6(d)(i)  and  4.6(d)(ii) and to reflect changes,  additions  or
other  adjustments  to  the Carrying Value for  dispositions  and
acquisitions of Partnership properties, as deemed appropriate  by
the General Partner.

     "Cash  from  Interim Capital Transactions" has  the  meaning
assigned to such term in Section 5.8(b).

     "Cash from Operations" has the meaning assigned to such term
in Section 5.8(c).

     "Cause"  means a court of competent jurisdiction has entered
a  final  non-appealable  judgment finding  the  General  Partner
liable  for actual fraud, gross negligence or willful  or  wanton
misconduct in its capacity as general partner of the Partnership.

     "Certificate" means a certificate, substantially in the form
of  Exhibit  A-1, A-2 or A-3 to this Agreement or in  such  other
forms  as  may  be  adopted by the General Partner  in  its  sole
discretion, issued by the Partnership evidencing ownership of one
or  more  Series  A Preference Units, Series A Common  Units,  or
Series  B  Preference Units, respectively, or a  certificate,  in
such  form as may be adopted by the General Partner in  its  sole
discretion, issued by the Partnership evidencing ownership of one
or more other Partnership Securities.

     "Certificate  of Limited Partnership" means the  certificate
of  limited partnership filed with the Secretary of State of  the
State  of  Delaware  as  referenced  in  Section  6.2,  as   such
Certificate  has been amended through the Second Restatment  Date
and may be amended or restated from time to time.

     "Charter  Documents"  means  the certificate  of  formation,
certificate of incorporation, certificate of limited partnership,
bylaws,   limited  liability  company  agreement  and/or  limited
partnership agreement, as applicable, of each relevant Person, as
they may be amended, supplemented, restated or otherwise modified
from time to time.

     "Citizenship  Certification"  means  a  properly   completed
certificate  in  such  form as may be specified  by  the  General
Partner by which an Assignee or a Limited Partner certifies  that
he  (and  if  he is a nominee holding for the account of  another
Person,  that to the best of his knowledge such other Person)  is
an Eligible Citizen.

     "Closing Date" has the meaning assigned to such term in  the
Underwriting Agreement, being February 19, 1993.

     "Closing  Price" has the meaning assigned to  such  term  in
Section 17.2.

     "Code"  means the Internal Revenue Code of 1986, as  amended
and in effect from time to time, as interpreted by the applicable
regulations  thereunder.   Any reference  herein  to  a  specific
section  or  sections of the Code shall be deemed  to  include  a
reference to any corresponding provision of future law.
<PAGE>
     "Combined Interest" has the meaning assigned to such term in
Section 13.3(a).

     "Common Unit" means a Unit having the rights and obligations
specified  with respect to Series A Common Units,  or  any  other
class  or  series  of Common Units hereafter  existing,  in  this
Agreement.

     "Company"  means  El Paso Energy Partners Company  (formerly
known as Leviathan Gas Pipeline Company), a Delaware corporation.

     "Contributed Property" means each property or other asset in
such  form  as  may be permitted by the Delaware  Act,  including
intangible property generally but excluding cash, contributed  to
the  Partnership  (or deemed contributed to  the  Partnership  on
termination and reconstitution thereof pursuant to Section 708 of
the Code or otherwise).  Once the Carrying Value of a Contributed
Property  is  adjusted pursuant to Section 4.6(d), such  property
shall  no longer constitute Contributed Property for purposes  of
Section  5.1,  but  shall be deemed Adjusted  Property  for  such
purposes.

     "Contributing  Partner" means each Partner contributing  (or
deemed  to have contributed on termination and reconstitution  of
the Partnership pursuant to Section 708 of the Code or otherwise)
a Contributed Property.

     "Control"  (including its derivatives) means the possession,
directly  or  indirectly, of the power to  direct  or  cause  the
direction  of  the  management and policies of a  Person  whether
through ownership of voting securities, by contract or otherwise.

     "Conveyance  Agreement"  means the Contribution,  Conveyance
and Assumption Agreement dated as of February 19, 1993, among the
Company,  the  Partnership  and the Operating  Companies,  as  in
existence on that date.

     "Crystal Merger Agreement" means the Agreement and  Plan  of
Merger  dated  as  of August 28, 2000, among the Partnership,  El
Paso  Partners  Acquisition, L.L.C., Crystal Holding,  Inc.,  and
Crystal Gas Storage, Inc., providing for the issuance of Series B
Preference Units, among other things.

     "Current Market Price" has the meaning assigned to such term
in Section 17.2.

     "Deepwater  Holdings" means Deepwater  Holdings,  L.L.C.,  a
Delaware limited liability company.

     "Delaware  Act"  means the Delaware Revised Uniform  Limited
Partnership  Act,  6  Del.  C.  17-101,  et  seq.,  as   amended,
supplemented or restated from time to time, and any successor  to
such statute.

     "Delos"  means  Delos Offshore Company, L.L.C.,  a  Delaware
limited liability company.

     "Demand Registrations" has the meaning assigned to such term
in Section 6.14(a).

     "Departing Partner" means a former General Partner, from and
after  the  effective date of any withdrawal or removal  of  such
former General Partner pursuant to Section 13.1 or 13.2.

     "Discretionary Allocation" means any allocation of  an  item
of income, gain, deduction, or loss pursuant to the provisions of
Section 5.1(d)(iii).

     "East Breaks" means East Breaks Gathering Company, L.L.C., a
Delaware limited liability company.

     "Economic  Risk  of  Loss"  has the  meaning  set  forth  in
Treasury Regulation Section 1.752-2(a).

     "Eligible Citizen" means a Person qualified to own interests
in  real property in jurisdictions in which the Partnership or an
Operating  Company does business or proposes to do business  from
time  to  time, and whose status as a Limited Partner or Assignee
does  not  or  would not subject the Partnership or an  Operating
Company  to  a substantial risk of cancellation or forfeiture  of
any  of its properties or any interest therein. As of the Closing
Date,  "Eligible  Citizen" means (a)  a  citizen  of  the  United
States,  (b)  an  association  (including  a  partnership,  joint
tenancy  and tenancy in common) organized or existing  under  the
laws of the United States or any state or territory thereof,  all
of  the  members  of which are citizens of the United  States  or
(c)  a  corporation organized under the laws of the United States
or  of  any state or territory thereof, of which corporation,  to
the  best  of  its knowledge, not more than five percent  of  the
voting  stock,  or  of all the stock, is owned or  controlled  by
citizens  of  countries  that  deny  to  United  States  citizens
privileges  to  own  stock in corporations holding  oil  and  gas
leases similar to the privileges of non-United States citizens to
own  stock  in corporations holding an interest in  oil  and  gas
leases on federal lands.
<PAGE>
     "EP Acquisition" means El Paso Partners Acquisition, L.L.C.,
a Delaware limited liability company.

     "EP  Deepwater"  means  El Paso Energy  Partners  Deepwater,
L.L.C., a Delaware limited liability company.

     "EP   Finance"   means  El  Paso  Energy  Partners   Finance
Corporation, a Delaware corporation.

     "EP  Operating"  means  El  Paso Energy  Partners  Operating
Company, L.L.C., a Delaware limited liability company.

     "EP  Transport" means El Paso Energy Partners Oil Transport,
L.L.C., a Delaware limited liability company.

     "Event of Withdrawal" has the meaning assigned to such  term
in Section 13.1(a).

     "Ewing  Bank" means Ewing Bank Gathering Company, L.L.C.,  a
Delaware limited liability company.

     "Exchange Act" means the Securities Exchange Act of 1934, as
amended,  supplemented, restated or otherwise modified from  time
to time, and any successor to such statute.

     "February  1993  Partnership  Agreement"  has  the   meaning
assigned to such term in .Section 1.1.

     "First Target Distribution" has the meaning assigned to such
term in Section 5.8(d).

     "Flextrend" means Flextrend Development Company,  L.L.C.,  a
Delaware limited liability company.

     "General  Partner" means the Company, and its successors  as
general partner of the Partnership.

     "Green Canyon" means Green Canyon Pipe Line Company, L.P., a
Delaware   limited  partnership  (formerly  a  Delaware   limited
liability company).

     "HIOS" means High Island Offshore System, L.L.C., a Delaware
limited liability company.

     "HIOS" means High Island Offshore System, a Delaware general
partnership.

     "Incentive   Distribution"  means   any   amount   of   cash
distributed  to the General Partner, in its capacity  as  general
partner  of the Partnership, pursuant to paragraphs (e), (f)  and
(g)  of  Section 5.4 and paragraphs (a)(v)-(vii), and (b(v)-(vii)
of  Section  5.5  which exceeds an amount equal to  1.0%  of  the
aggregate amount of cash then being distributed pursuant to  each
such provision.

     "Indemnitee"  means  the  General  Partner,  any   Departing
Partner,  any  Person who is or was an Affiliate of  the  General
Partner  or any Departing Partner, any Person who is  or  was  an
officer,  director, employee, partner, agent or  trustee  of  the
General  Partner or any Departing Partner or any such  Affiliate,
or any Person who is or was serving at the request of the General
Partner  or  any  Departing Partner or any such  Affiliate  as  a
director, officer, employee, partner, agent or trustee of another
Person.

     "Initial Limited Partners" means the Organizational  Limited
Partner  and the Underwriters, unless the context shall otherwise
require.

     "Initial  Unit  Price"  means  with  respect  to  Series   A
Preference Units and Series A Common Units, the initial price per
Series  A  Preference Unit at which the Underwriters offered  the
Series A Preference Units to the public for sale as set forth  on
the  cover  page of the prospectus first issued at or  after  the
time the Registration Statement filed in connection with the sale
of  Series  A  Preference Units contemplated by the  Underwriting
Agreement  first became effective and, with respect to any  other
class  or series of Units, the price per Unit at which such class
or  series  of  Units  is initially sold by the  Partnership,  as
determined  by  the General Partner in its sole  discretion.  The
Initial Unit Price for the Series A Preference Units is (a) prior
to  the 1996 Split Date, $20.50 per Unit and (b) on and after the
1996  Split  Date, $10.25 per Unit, in each such case subject  to
adjustment as provided in this Agreement. The Initial Unit  Price
with  respect  to the Series B Preference Units is the  Series  B
Preference Unit Face Value.

     "Interim  Capital Transaction" has the meaning  assigned  to
such term in Section 5.8(e).
<PAGE>
     "Issue  Price" means the price at which a Unit is  purchased
from  the  Partnership, less any sales commission or underwriting
discount  charged  to the Partnership. The Issue  Price  for  the
Series  A  Preference Units is (a) prior to the 1996 Split  Date,
$19.065  per  Unit  and  (b) on and after the  1996  Split  Date,
$9.5325  per  Unit, in each such case subject  to  adjustment  as
provided in this Agreement.

     "Joint  Venture"  means any Person other than  an  Operating
Company in which the Partnership owns (directly or indirectly, of
record  or  beneficially)  stock, membership  interest  or  other
equity  interests, the holder of which is generally  entitled  to
vote  for  the  election  of  the board  of  directors  or  other
governing  body of such Person, that has the power to elect  more
than  20%  but less than a majority of the board of directors  or
other  governing  body, including (as of the  Second  Restatement
Date)  POPCO, Nemo, Deepwater Holdings, West Cam, Stingray, UTOS,
Western Gulf, HIOS, East Breaks, Neptune, Ocean Breeze, Manta Ray
Offshore and Nautilus.

     "Limited  Partner" means each Initial Limited Partner,  each
Substituted Limited Partner, each Additional Limited Partner  and
any  Departing Partner upon the change of its status from General
Partner  to  Limited Partner pursuant to Section 13.3 and  solely
for purposes of Articles IV, V and VI and Sections 14.3 and 14.4,
shall include an Assignee.

     "Liquidator"  means  the  General Partner  or  other  Person
approved  pursuant  to  Section 14.3 who performs  the  functions
described therein.

     "Liquidity Condition" means the requirement that, at the end
of  the  90-day  period following the Series  A  Preference  Unit
Conversion  Date  (or,  if  applicable,  the  first   or   second
anniversary  thereof), after giving effect to the  conversion  of
all  Series  A Preference Units as to which a Series A Preference
Unit  Conversion Election Notice has been timely received by  the
General Partner, there would be at least 2,000 holders of 100  or
more Series A Common Units.

     "Manta  Ray  Gathering" means Manta Ray  Gathering  Company,
L.L.C., a Delaware limited liability company.

     "Manta  Ray  Offshore"  means Manta Ray  Offshore  Gathering
Company, L.L.C., a Delaware limited liability company.

     "Merger Agreement" has the meaning assigned to such term  in
Section 16.1.

     "Minimum  Gain  Attributable to  Partner  Nonrecourse  Debt"
means that amount determined in accordance with the principles of
Treasury Regulation Section 1.704-2(i)(3).

     "Minimum Quarterly Distribution" has the meaning assigned to
such term in Section 5.8(f).

     "Moray"  means  Moray Pipeline Company, L.L.C.,  a  Delaware
limited liability company

     "National  Securities Exchange" means an exchange registered
with the Securities and Exchange Commission under Section 6(a) of
the Exchange Act.

     "Nautilus"  means  Nautilus  Pipeline  Company,  L.L.C.,   a
Delaware limited liability company.

     "Nemo" means Nemo Gathering Company, LLC, a Delaware limited
liability company.

     "Neptune" means Neptune Pipeline Company, L.L.C., a Delaware
limited liability company

     "Net  Agreed Value" means (a) in the case of any Contributed
Property,  the  Agreed  Value of such  property  reduced  by  any
liabilities   either  assumed  by  the  Partnership   upon   such
contribution   or  to  which  such  property  is   subject   when
contributed, and (b) in the case of any property distributed to a
Partner   or  Assignee  by  the  Partnership,  the  Partnership's
Carrying  Value  of such property at the time  such  property  is
distributed  reduced by any indebtedness either assumed  by  such
Partner  or  Assignee upon such distribution  or  to  which  such
property  is  subject at the time of distribution  as  determined
under Section 752 of the Code.

     "Net  Income"  has  the meaning assigned  to  such  term  in
Section 5.8(g).

     "Net  Loss"  has  the  meaning  assigned  to  such  term  in
Section 5.8(h).

     "Net Termination Gain" has the meaning assigned to such term
in Section 5.8(i).
<PAGE>
     "Net Termination Loss" has the meaning assigned to such term
in Section 5.8(j).

     "New  Entity"  has  the meaning assigned  to  such  term  in
Section 1.6.

     "Non-citizen  Assignee"  means  a  Person  who  the  General
Partner has determined in its sole discretion does not constitute
an  Eligible  Citizen  and as to whose Partnership  Interest  the
General  Partner  has  become  the Substituted  Limited  Partner,
pursuant to Section 11.5.

     "Nonrecourse  Built-in  Gain"  meant  with  respect  to  any
Contributed Properties or Adjusted Properties that are subject to
a  mortgage  or negative pledge securing a Nonrecourse Liability,
the  amount  of any taxable gain that would be allocated  to  the
Partners  pursuant  to  Section  5.2(b)(i)(A),  5.2(b)(ii)(A)  or
5.2(b)(iii)  if  such properties were disposed of  in  a  taxable
transaction in full satisfaction of such liabilities and  for  no
other consideration.

     "Nonrecourse  Deductions" means any and all items  of  loss,
deduction  or  expenditure (described in Section 705(a)(2)(B)  of
the  Code)  that  in accordance with the principles  of  Treasury
Regulation   Section  1.704-2(b)(1),  are   attributable   to   a
Nonrecourse Liability.

     "Nonrecourse  Liability"  has  the  meaning  set  forth   in
Treasury Regulation Section 1.704-2(b)(3).

     "Notice of Election to Purchase" has the meaning assigned to
such term in Section 17.3(b).

     "Notice  of Election to Redeem" has the meaning assigned  to
such term in Section 17.3(a).

     "Ocean  Breeze" means Ocean Breeze Pipeline Company, L.L.C.,
a Delaware limited liability company

     "Operating Company" means any Affiliate that the Partnership
both  (i)  Controls and (ii) owns (beneficially  or  of  record),
directly  or  indirectly,  stock, membership  interest  or  other
equity  interests, the holder of which is generally  entitled  to
vote  for  the  election  of  the board  of  directors  or  other
governing body of such Affiliate, that has the power to elect  at
least  a  majority of the board of directors or  other  governing
body  of  such  Person, including (as of the  Second  Restatement
Date) Argo, Argo I, Argo II, Delos, EP Deepwater, EP Finance,  EP
Operating,  EP Transport, EP Acquisition, Ewing Bank,  Flextrend,
Green  Canyon,  Manta  Ray Gathering, Moray, Poseidon,  Sailfish,
Tarpon, VK, VK Deepwater and VK Main Pass.

     "Opinion of Counsel" means a written opinion of counsel (who
may be regular counsel to the Partnership or the General Partner)
acceptable to the General Partner.

     "Organizational Limited Partner" means Donald V. Weir in his
capacity as the organizational limited partner of the Partnership
pursuant to this Agreement in its form on February 19, 1993.

     "Outstanding"  means, with respect to  the  Units  or  other
Partnership  Securities, as the case may be, all Units  or  other
Partnership Securities of such class or series, as the  case  may
be,  that  are  issued  by  the  Partnership  and  reflected   as
outstanding on the Partnership's books and records as of the date
of determination.

     "Partner"  means a General Partner or a Limited Partner  and
Assignees thereof, if applicable.

     "Partner  Nonrecourse  Debt" has the meaning  set  forth  in
Treasury Regulation Section 1.704-2(b)(4).

     "Partner Nonrecourse Deductions" means any and all items  of
loss,   deduction  or  expenditure  (including  any   expenditure
described in Section 705(a)(2)(B) of the Code) that in accordance
with the principles of Treasury Regulation Section 1.704-2(i)(2),
are attributable to a Partner Nonrecourse Debt.

     "Partnership" means El Paso Energy Partners, L.P.  (formerly
known  as  Leviathan  Gas Pipeline Partners,  L.P.),  a  Delaware
limited partnership governed by this Agreement, and any successor
thereto.

     "Partnership Assets" means, initially, all of the assets and
rights of the Company transferred to an Operating Company as  set
forth in the Conveyance Agreement and, thereafter, all assets  of
the  Partnership whether tangible or intangible and whether real,
personal or mixed.

     "Partnership Inception" means the Closing Date.
<PAGE>
     "Partnership  Interest" means the interest of a  Partner  in
the  Partnership, which, in the case of a Limited Partner  or  an
Assignee,  shall  be  expressed  in  terms  of  Units  or   other
Partnership Securities, or a combination thereof, as the case may
be.

     "Partnership Interest Adjusting Event" means any subdivision
or   combination  of  the  issued  Units  or  other   Partnership
Securities,   whether   by  reason  of   any   dividend,   split,
recapitalization, reorganization, merger, consolidation, spinoff,
combination or other similar change.

     "Partnership  Minimum  Gain"  means  the  amount  determined
pursuant to the provisions of Treasury Regulation Section  1.704-
2(d).

     "Partnership  Securities" has the meaning assigned  to  such
term in Section 4.4(a).

     "Partnership Year" means the fiscal year of the Partnership,
which shall be the calendar year.

     "Person"  means  an  individual  or  an  entity,  including,
without limitation, a corporation, partnership, limited liability
company, trust, unincorporated organization, governmental entity,
association or other entity.

     "POPCO"  means  Poseidon  Oil  Pipeline  Company,  L.L.C.  a
Delaware limited liability company.

     "Poseidon"  means  Poseidon  Pipeline  Company,  L.L.C.,   a
Delaware limited liability company.

     "Preference Unit" means any Series A Preference Unit, Series
B  Preference  Unit  or  other Unit of any  class  or  series  of
Preference Units hereafter existing.

     "Preference  Unit  Combined  Capital  Amount"  means,   with
respect to any date of determination, the sum of (i) the quotient
of (x) the Series A Preference Unit Capital Amount divided by (y)
the  number of Series A Preference Units Outstanding on such date
and  (ii) the Series B Preference Unit Liquidation Value on  such
date.

     "Preference  Unit  Sharing  Ratios"  means  the   Series   A
Preference  Unit  Sharing Ratio and the Series B Preference  Unit
Sharing Ratio.

     "Purchase  Date" means the date determined  by  the  General
Partner,  an Affiliate of the General Partner or the Partnership,
as  the  case may be, as the date for purchase of all Outstanding
Units  (other  than Units owned by the General  Partner  and  its
Affiliates) pursuant to Article XVII.

     "Rate" has the meaning assigned to such term in Section 9.6.

     "Recaptured  Income"  means  any  gain  recognized  by   the
Partnership  (computed without regard to any adjustment  required
by  Section 734 or 743 of the Code) upon the disposition  of  any
property or asset of the Partnership, which gain is characterized
as  ordinary  income  because  it  represents  the  recapture  of
deductions  previously taken with respect  to  such  property  or
asset.

     "Record  Date"  means the date established  by  the  General
Partner for determining (a) the identity of Limited Partners  (or
Assignees if applicable) entitled to notice of, or to vote at any
meeting of Limited Partners or entitled to vote by ballot or give
approval  of Partnership action in writing without a  meeting  or
entitled  to exercise rights in respect of any action of  Limited
Partners  or  (b)  the  identity of Record  Holders  entitled  to
receive any report or distribution.

     "Record  Holder"  means (i) with respect  to  the  Series  A
Preference  Units and the Series A Common Units,  the  Person  in
whose  name such Unit is registered on the books of the  Transfer
Agent as of the opening of business on a particular Business  Day
and  (ii)  with  respect to any other Partnership  Security,  the
Person in whose name such security is registered on the books  of
the  transfer  agent  for such security or  the  Partnership,  as
applicable.

     "Redeemable  Units" means any Units for which  a  redemption
notice  has  been  given,  and  has  not  been  withdrawn,  under
Section 11.6.

     "Redemption Date" has the meaning assigned to such  term  in
Section 17.3(a).

     "Registration Statement" means the Registration Statement on
Form  S-1 (Registration No. 33-55642), as it has been and  as  it
may  be  amended or supplemented from time to time, filed by  the
Partnership with the Securities and Exchange Commission under the
Securities  Act to register the offering and sale  of  Preference
Units in the Series A Preference Unit Initial Offering.
<PAGE>
     "Required  Allocations" means any allocation (or  limitation
imposed  on any allocation) of an item of income, gain, deduction
or    loss    pursuant    to   (a)   the    proviso-clauses    of
Sections    5.1(b)(i)(B),   5.1(b)(i)(C),    5.1(b)(i)(D),    and
Sections  5.1(b)(ii)(B), 5.1(b)(ii)(C) and 5.1(b)(ii)(D)  or  (b)
Section  5.1(e), such allocations (or limitations thereon)  being
directly  or  indirectly  required by  the  Treasury  Regulations
promulgated under Section 704(b) of the Code.

     "Reserve   Amount"  means  a  reserve,  to  be  funded   and
maintained  by the Partnership, consisting of the aggregate  cash
on  hand  in the Partnership and the Operating Companies  at  the
Partnership Inception, on a combined basis, increased by net cash
proceeds to the Partnership from the exercise by the Underwriters
of  the over-allotment option which shall be deemed to occur  for
purposes of distribution of the Reserve Amount at the Partnership
Inception.   The  General Partner, in its  sole  discretion,  may
increase or decrease the Reserve Amount, from time to time, after
the Partnership Inception.

     "Residual Gain" or "Residual Loss" means any item of gain or
loss,  as  the  case  may be, of the Partnership  recognized  for
federal  income tax purposes resulting from a sale,  exchange  or
other disposition of a Contributed Property or Adjusted Property,
to the extent such item of gain or loss is not allocated pursuant
to  Section 5.2(b)(i)(A) or 5.2(b)(ii)(A), to eliminate  Book-Tax
Disparities.

     "Revolving   Credit  Facility"  means  a  revolving   credit
facility   for  a  maximum  amount  of  $50  million  which   the
Partnership  has  entered  into with a  syndicate  of  commercial
banks.

     "Sailfish"  means  Sailfish  Pipeline  Company,  L.L.C.,   a
Delaware limited liability company.

     "Second Restatement Date" means August 31, 2000.

     "Second  Target  Distribution" has the meaning  assigned  to
such term in Section 5.8(k).

     "Securities  Act"  means  the Securities  Act  of  1933,  as
amended,  supplemented, restated or otherwise modified from  time
to time, and any successor to such statute.

     "Series  A  Common Unit" means a Unit having the rights  and
obligations  specified with respect to Series A Common  Units  in
this Agreement (previously referred to only as a Common Unit).

     "Series  A  Preference Unit" means a Unit having the  rights
and  obligations  specified with respect to Series  A  Preference
Units  in  this  Agreement (previously  referred  to  only  as  a
Preference Unit).

     "Series  A  Preference  Unit  Capital  Amount"  means,  with
respect  to  any  date  of determination, the  aggregate  Capital
Account balance for all holders of Series A Preference Units.

     "Series  A  Preference Unit Conversion Election Notice"  has
the meaning assigned to such term in Section 5.6(b).

     "Series A Preference Unit Conversion Opportunity Notice" has
the meaning assigned to such term in Section 5.6(b).

     "Series  A Preference Unit Conversion Date" means the  first
date  that  is  at  the  end of a calendar quarter  on  or  after
March  31,  1998  upon  which (i) there  shall  be  no  Series  A
Preference Unit Cumulative Deficiency, (ii) the Partnership shall
have distributed Available Cash constituting Cash from Operations
of  not  less  than $2.40 per Unit (adjusted, since  the  Closing
Date,  for  any  distributions  of Available  Cash  from  Interim
Capital  Transactions  and in accordance with  Sections  5.9  and
9.6),  excluding amounts paid to holders of Series  A  Preference
Units  in  respect  of Series A Preference Unit Deficiencies,  in
respect of the Series A Preference Units during each of the three
immediately  preceding  consecutive non-overlapping  twelve-month
periods, and (iii) the sum of all amounts distributed in  respect
of   Series  A  Common  Units  during  each  of  the  same  three
consecutive non-overlapping twelve-month periods is not less than
$2.40  (adjusted  for  any distributions of Available  Cash  from
Interim Capital Transactions and in accordance with Sections  5.9
and 9.6) per Series A Common Unit.

     "Series  A  Preference Unit Cumulative Deficiency"  has  the
meaning assigned to such term in Section 5.8(l).

     "Series  A  Preference  Unit  Deficiency"  has  the  meaning
assigned to such term in Section 5.8(m).

     "Series  A  Preference  Unit  Initial  Offering"  means  the
initial  offering of Series A Preference Units to the public,  as
described in the Registration Statement.
<PAGE>
     "Series  A  Preference  Unit Preference  Period"  means  the
period  commencing upon the Closing Date and ending on  the  date
determined under Sections 5.6(c) and 5.6(d).

     "Series A Preference Unit Sharing Ratio" means, with respect
to  any  date of determination, the quotient derived by  dividing
the  Series A Preference Unit Capital Amount on such date by  the
Preference Unit Combined Capital Amount on such date.

     "Series  B  Preference Unit" means a Unit having the  rights
and  obligations  specified with respect to Series  B  Preference
Units in this Agreement.

     "Series B Preference Unit Accretion Amount" means, for  each
Outstanding  Series B Preference Unit on each relevant  Series  B
Preference Unit Accretion Date, an amount equal to the product of
(i) the average Series B Preference Unit Liquidation Value during
the period beginning on the later of the Series B Preference Unit
Issuance  Date or the day immediately following the  most  recent
Series  B  Preference  Unit Accretion Date  and  ending  on  (and
including)  the relevant Series B Preference Unit Accretion  Date
and  (ii)  (A)  prior to the Series B Preference Unit  Preference
Date,  0.05  and  (B) on and after the Series B  Preference  Unit
Preference Date, 0.06.

     "Series   B  Preference  Unit  Accretion  Date"  means,   as
applicable,  each June 30 and December 31 of each  calendar  year
occurring after the Series B Preference Unit Issuance Date,  and,
with  respect  to any Series B Preference Unit that is  redeemed,
the date upon which such Series B Preference Unit is redeemed .

     "Series B Preference Unit Deficiency" means, for any  Series
B Preference Unit, with respect to any date of determination, the
positive difference (if any) between (i) the sum of all Series  B
Preference Unit Accretion Amounts for such Unit from the Series B
Preference  Unit  Issuance  Date through  the  relevant  date  of
determination  less  (ii) the sum of all  distributions  paid  in
respect  of such Unit from the Series B Preference Unit  Issuance
Date through the relevant date of determination.

     "Series B Preference Unit Discretionary Distribution Amount"
has the meaning assigned to such term in Section 5.3.

     "Series  B  Preference  Unit Face Value"  means  $1,000  per
Series  B  Preference Unit, as adjusted for Partnership  Interest
Adjusting  Events and distributions of Cash from Interim  Capital
Transactions   pursuant  to  Section  5.7  or  distributions   in
connection with the dissolution or liquidation of the Partnership
theretofore made in respect of such Unit.

     "Series  B  Preference Unit Issuance Date" means August  30,
2000.

     "Series B Preference Unit Liquidation Value" means, for  any
Outstanding Series B Preference Unit, with respect to any date of
determination,  an amount equal to the sum of (i)  the  Series  B
Preference Unit Face Value and (ii) the Series B Preference  Unit
Deficiency on such date.

     "Series  B Preference Unit Preference Date" means the  first
day  of  the calendar quarter immediately following the  calendar
quarter that includes August 29, 2010.

     "Series B Preference Unit Sharing Ratio" means, with respect
to  any  date of determination, the quotient derived by  dividing
the  aggregate Series B Preference Unit Liquidation Value for all
Series  B  Preference Units on such date by the  Preference  Unit
Combined Capital Amount on such date.

     "Special  Approval"  means approval of  a  majority  of  the
members of the Conflicts and Audit Committee of the Partnership.

     "Stingray"  means  Stingray  Pipeline  Company,  L.L.C.,   a
Delaware  limited liability company (formerly a Delaware  general
partnership).

     "Stingray   Holding"  means  Stingray  Holding,  L.L.C.,   a
Delaware limited liability company.

     "Substituted Limited Partner" means a Person who is admitted
as  a Limited Partner to the Partnership pursuant to Section 12.2
in  place of and with all the rights of a Limited Partner and who
is  shown  as a Limited Partner on the books and records  of  the
Partnership.

     "Surviving Business Entity" has the meaning assigned to such
term in Section 16.2(b).

     "Tarpon"   means  Tarpon  Transmission  Company,   a   Texas
corporation.
<PAGE>
     "Termination  Capital Transaction" has the meaning  assigned
to such term in Section 5.8(n).

     "Third Target Distribution" has the meaning assigned to such
term in Section 5.8(o).

     "Trading  Day"  has the meaning assigned  to  such  term  in
Section 17.2.

     "Transfer Agent" means ChaseMellon Shareholder Services  LLC
or  such  bank, trust company or other Person (including, without
limitation,  the  General Partner or one of  its  Affiliates)  as
shall be appointed from time to time by the Partnership to act as
registrar  and  transfer agent for the Units  or  any  applicable
Partnership Securities.

     "Transfer  Application" means an application  and  agreement
for transfer of Units in the form set forth on the back of a Unit
Certificate  or in a form substantially to the same effect  in  a
separate instrument.

     "Treasury Regulation" has the meaning assigned to such  term
in Section 1.6.

     "Underwriter"  means each Person named as an underwriter  in
the Underwriting Agreement who purchased Units pursuant thereto.

     "Underwriting  Agreement" means the  Underwriting  Agreement
dated February 11, 1993, among the Underwriters, the Partnership,
the Operating Companies and the General Partner providing for the
purchase of Series A Preference Units by such Underwriter.

     "Unit" means a Partnership Interest of a Limited Partner  or
Assignee in the Partnership representing a fractional part of the
Partnership Interests of all Limited Partners and Assignees.

     "Unit  Certificate" means a certificate or  certificates  in
such  form as may be hereafter adopted by the General Partner  in
its   sole   discretion  issued  by  the  Partnership  evidencing
ownership of one or more Units.

     "Unitholder" means a Person who is the holder of a  Unit  on
the records of the Partnership.

     "Unrealized  Gain" attributable to any item  of  Partnership
property  means, as of any date of determination, the excess,  if
any,  of  (a) the fair market value of such property as  of  such
date over (b) the Carrying Value of such property as of such date
(prior to any adjustment to be made pursuant to Section 4.6(d) as
of   such  date).   In  determining  such  Unrealized  Gain,  the
aggregate  cash  amount and fair market value of all  Partnership
Assets  shall  be  determined by the General Partner  using  such
reasonable  method  of  valuation as it may  adopt.  The  General
Partner  shall allocate such aggregate value among the assets  of
the  Partnership  (in such manner as it determines  in  its  sole
discretion  to  be reasonable) to arrive at a fair market  value-
for individual properties.

     "Unrealized  Loss" attributable to any item  of  Partnership
property  means, as of any date of determination, the excess,  if
any,  of (a) the Carrying Value of such property as of such  date
(prior to any adjustment to be made pursuant to Section 4.6(d) as
of  such date) over (b) the fair market value of such property as
of such date.  In determining such Unrealized Loss, the aggregate
cash amount and fair market value of all Partnership Assets shall
be determined by the General Partner using such reasonable method
of  valuation as it may adopt. The General Partner shall allocate
such aggregate value among the assets of the Partnership (in such
manner  as it determines in its sole discretion to be reasonable)
to arrive at a fair market value for individual properties.

     "Unrecovered  Capital" means, with respect to  any  date  of
determination,  the  Initial Unit Price,  less  the  sum  of  all
distributions made up to (and including) such date in respect  of
a  Unit  that  was  sold in the initial offering  of  such  Units
constituting, and which for purposes of determining the  priority
of  such  distribution  is  treated as  constituting,  Cash  from
Interim Capital Transactions and of any distributions of cash (or
the  Net Agreed Value of any distributions in kind) in connection
with   the   dissolution  and  liquidation  of  the   Partnership
theretofore  made  in  respect of a Unit that  was  sold  in  the
initial offering of such Units.

     "UTOS"  means UT Offshore System, L.L.C., a Delaware limited
liability company (formerly a Delaware general partnership).

     "VK"  means  Viosca  Knoll  Gathering  Company,  a  Delaware
general partnership.

     "VK Deepwater" means VK Deepwater Gathering Company, L.L.C.,
a Delaware limited liability company.

     "VK Main Pass" means VK-Main Pass Gathering Company, L.L.C.,
a Delaware limited liability company.
<PAGE>
     "Voting  Units" means, depending on the context in which  it
is used, (i) with respect to matters on which Units are expressly
granted  the  right  to  vote in this  Agreement,  any  Series  A
Preference  Units,  Series A Common Units  and  any  other  Units
issued  after  the  Second Restatement Date  with  voting  rights
similar  to  those  of Series A Common Units, and  excluding  any
Units or other Partnership Securities not expressly granted  such
voting  rights  in  this Agreement (such as Series  B  Preference
Units),  or  (ii)  with respect to a particular  matter  that  is
subject  to  the  vote of security holders, any  Units  or  other
Partnership  Securities which this Agreement or the Delaware  Act
expressly grant the right to vote on such matter.

     "West Cam" means West Cameron Dehydration Company, L.L.C., a
Delaware limited liability company.

     "Western  Gulf"  means  Western  Gulf  Holdings,  L.L.C.,  a
Delaware limited liability company.

     "Withdrawal Opinion of Counsel" has the meaning assigned  to
such term in Section 13.1(b).
<PAGE>
                           ARTICLE III
                             Purpose

     3.1  Purpose and Business

 .   The purpose and nature of the business to be conducted by the
Partnership shall be (i) to serve as the managing member of  each
of  the initial Operating Companies and, in connection therewith,
to  exercise  all  of  the rights and powers conferred  upon  the
Partnership  as  the  managing member of the Operating  Companies
pursuant to their Charter Documents or otherwise, (ii) to  engage
directly  in, or to enter into any partnership, joint venture  or
similar  arrangement  to  engage in, any business  activity  that
lawfully  may  be  conducted by a limited  partnership  organized
pursuant  to  the Delaware Act and, in connection  therewith,  to
exercise  all  of  the  rights  and  powers  conferred  upon  the
Partnership pursuant to the agreements relating to such  business
activity,  (iii) to do anything necessary or appropriate  to  the
foregoing  (including, without limitation, the making of  capital
contributions  or  loans  to  the  Operating  Companies   or   in
connection with its involvement in the activities referred to  in
clause  (ii) of this sentence), and (iv) to engage in  any  other
business  activity as permitted under Delaware law.  The  General
Partner has no obligation or duty to the Partnership, the Limited
Partners or the Assignees to propose or approve, and in its  sole
discretion may decline to propose or approve, the conduct by  the
Partnership of any business.

     3.2  Powers

 .   The Partnership shall be empowered to do any and all acts and
things  necessary, appropriate, proper, advisable, incidental  to
or  convenient  for  the  furtherance and accomplishment  of  the
purposes  and  business  described in Section  3.1  and  for  the
protection and benefit of the Partnership.

                           ARTICLE IV
                      Capital Contributions

     4.1  Initial Contributions

 .   To  form  the Partnership under the Delaware Act the  General
Partner  has  made  an  initial  Capital  Contribution   to   the
Partnership  in  the  amount  of  $10  for  an  interest  in  the
Partnership and has been admitted as the General Partner  of  the
Partnership, and the Organizational Limited Partner  has  made  a
Capital Contribution to the Partnership in the amount of $990 for
an  interest  in  the Partnership and has been  admitted  as  the
Organizational Limited Partner of the Partnership.
<PAGE>
     4.2  Return of Initial Contributions

 .   As  of  the  Closing Date, after giving  effect  to  (i)  the
transactions  contemplated by Section 4.3 and (ii) the  admission
to  the Partnership of the Initial Limited Partners in accordance
with  this  Agreement,  the interest in the  Partnership  of  the
Organizational  Limited  Partner shall  be  terminated,  the  $10
Capital  Contribution by the General Partner and the $990 Capital
Contribution  by  the Organizational Limited Partner  as  initial
Capital Contributions shall be refunded and the interest  of  the
Organizational  Limited  Partner as  a  Limited  Partner  of  the
Partnership  shall  be  terminated  and  withdrawn.   Ninety-nine
percent  (99%)  of  any interest or other profit  that  may  have
resulted from the investment or other use of such initial Capital
Contributions   shall  be  allocated  and  distributed   to   the
Organizational Limited Partner, and the balance thereof shall  be
allocated and distributed to the General Partner.

     4.3  Contribution by the General Partner and the Initial Limited
Partner.

     (a)  On the Closing Date, the General Partner shall, as set forth
in the Conveyance Agreement, contribute, transfer, convey, assign
and  deliver to the Partnership or the Operating Companies, as  a
Capital Contribution, those assets subject to such obligations as
are  described  in the Conveyance Agreement in consideration  for
the  continuation  of its 1.0% general partner  interest  in  the
Partnership and 3,570,000 Series A Common Units.

     (b)  Subject to completion of the Capital Contributions referred
to in Section 4.3(a), on the Closing Date, each Underwriter shall
contribute  and  deliver  to  the  Partnership,  as   a   Capital
Contribution, cash in an amount equal to the Issue Price per Unit
multiplied  by the number of Series A Preference Units  specified
in the Underwriting Agreement to be purchased by such Underwriter
on  the Closing Date.  In exchange for such Capital Contribution,
the  Partnership shall issue Series A Preference  Units  to  each
Underwriter on whose behalf such Capital Contribution is made  in
an amount equal to the quotient obtained by dividing (x) the cash
contribution  to  the  Partnership  by  or  on  behalf  of   such
Underwriter  by  (y) the Issue Price per Unit.  Upon  receipt  of
such  Capital  Contribution and a completed Transfer Application,
each  Underwriter  shall be admitted to  the  Partnership  as  an
Initial  Limited  Partner in respect of the Series  A  Preference
Units so issued to it.

     (c)  To the extent that the Underwriters' over-allotment option
is  exercised,  each  Underwriter exercising  such  option  shall
contribute and deliver to the Partnership cash in an amount equal
to the Issue Price per Unit multiplied by the number of Series  A
Preference  Units  to be purchased by such Underwriter  from  the
Partnership pursuant to the over-allotment option at the  "Option
Closing   Date,"  as  such  term  is  used  in  the  Underwriting
Agreement.   In  exchange  for  such  Capital  Contribution,  the
Partnership  shall  issue  Series  A  Preference  Units  to  each
Underwriter on whose behalf such Capital Contribution is made  in
an amount equal to the quotient obtained by dividing (x) the cash
contribution  to  the  Partnership  by  or  on  behalf  of   such
Underwriter by (y) the Issue Price per Unit.  The Partnership  is
expressly  authorized to purchase up to 393,750 Series  A  Common
Units  from  the General Partner at the Issue Price per  Unit  in
connection with the exercise of the over-allotment option by  the
Underwriters.

     4.4  Issuance of Additional Units and Other Securities.

     (a)  Subject to Section 4.4(c), the General Partner is hereby
authorized to cause the Partnership to issue, in addition to  the
Series  A  Preference  Units and Series  A  Common  Units  issued
pursuant  to  Section  4.3, such additional Series  A  Preference
Units  or  other Units (including, specifically, Series A  Common
Units  issuable upon conversion of Series A Preference  Units  as
contemplated  by Section 5.6), or classes or series  thereof,  or
options,   rights,  warrants  or  appreciation  rights   relating
thereto,   or  any  other  type  of  equity  security  that   the
Partnership  may  lawfully issue, any unsecured or  secured  debt
obligations  of  the  Partnership  or  debt  obligations  of  the
Partnership  convertible  into any  class  or  series  of  equity
securities   of   the  Partnership  (collectively,   "Partnership
Securities"), for any Partnership purpose, at any  time  or  from
time  to  time,  to  the Partners or to other  Persons  for  such
consideration  and  on  such terms and  conditions  as  shall  be
established  by  the General Partner in its sole discretion,  all
without  the  approval  of  any Limited  Partners.   The  General
Partner shall have sole discretion, subject to the guidelines set
forth  in  this Section 4.4 and the requirements of the  Delaware
Act,  in  determining the consideration and terms and  conditions
with  respect  to any future issuance of Partnership  Securities.
The additional Series A Preference Units to be issued pursuant to
this Section 4.4 are in addition to the Series A Preference Units
issuable   upon  exercise  of  the  Underwriters'  over-allotment
option, in accordance with the Underwriting Agreement.
<PAGE>
     (b)   Notwithstanding any provision of this Agreement to the
contrary, additional Partnership Securities to be issued  by  the
Partnership  pursuant to this Section 4.4 shall be issuable  from
time to time in one or more classes, or one or more series of any
of   such  classes,  with  such  designations,  preferences   and
relative, participating, optional or other special rights, powers
and  duties,  including, without limitation, rights,  powers  and
duties  senior  to  existing classes and  series  of  Partnership
Securities (except as provided in Section 4.4(c)), all  as  shall
be  fixed by the General Partner in the exercise of its sole  and
complete discretion, subject to Delaware law and Section  4.4(c),
including,  without limitation (i) the allocations  of  items  of
Partnership income, gain, loss, deduction and credit to each such
class or series of Partnership Securities; (ii) the right of each
such  class  or  series  of Partnership Securities  to  share  in
Partnership distributions; (iii) the rights of each such class or
series of Partnership Securities upon dissolution and liquidation
of  the  Partnership;  (iv)  whether  such  class  or  series  of
additional   Partnership  Securities   is   redeemable   by   the
Partnership  and, if so, the price at which, and  the  terms  and
conditions   upon  which  such  class  or  series  of  additional
Partnership  Securities may be redeemed by the  Partnership;  (v)
whether such class or series of additional Partnership Securities
is  issued with the privilege of conversion and, if so, the  rate
at  which, and the terms and conditions upon which, such class or
series of Partnership Securities may be converted into any  other
class  or  series of Partnership Securities; (vi) the  terms  and
conditions  upon which each such class or series  of  Partnership
Securities   will  be  issued,  evidenced  by  Certificates   (as
applicable) and assigned or transferred; and (vii) the right,  if
any,  of  each such class or series of Partnership Securities  to
vote  on  Partnership  matters,  including,  without  limitation,
matters   relating  to  the  relative  rights,  preferences   and
privileges of each such class or series.

     (c)  Notwithstanding the terms of Sections 4.4(a) and 4.4(b), so
long  as  any  Series A Preference Units or Series  B  Preference
Units  are  Outstanding, the issuance by the Partnership  of  any
Partnership   Interests  shall  be  subject  to   the   following
restrictions and limitations:

          (i)  During the Series A Preference Unit Preference Period, the
     Partnership  shall not (A) issue an aggregate of  more  than
     5,000,000  (10,000,000 on and after  the  1996  Split  Date)
     additional  Series  A Preference Units or other  Partnership
     Interests which are pari passu with Series A Preference Units (in
     addition to those issued, if any, pursuant to the exercise of the
     Underwriters' over allotment option) or (B) issue any  other
     Partnership Interests having rights to distributions  or  in
     liquidation ranking prior to the Series A Preference Units, in
     each  case without the prior approval of holders of at least
     66 2/3% of the Outstanding Series A Preference Units;

(ii) After the Series A Preference Unit Preference Period, the
Partnership may not issue securities with rights as to
distributions and allocations or liquidation ranking prior to (as
distinguished from pari passu with) the Series A Preference Units
without the approval of holders of at least 66 2/3% of the
Outstanding Series A Preference Units and the approval of holders
of at least 66 2/3% of the Outstanding Series B Preference Units
(including those held by the General Partner and its Affiliates);
(iii)     Upon the issuance of any Units or other Partnership
Securities by the Partnership pursuant to this Section 4.4, the
General Partner shall be required to make additional Capital
Contributions to the Partnership or convert a number of
Partnership Securities owned by the General Partner into General
Partner interests such that the General Partner shall at all
times have a balance in its Capital Account equal to 1.0% of the
total positive Capital Account balances of all Partners; and
(iv) After the Series B Preference Unit Issuance Date, the
Partnership may not issue securities with rights as to
distributions and allocations or liquidation ranking prior to (as
distinguished from pari passu with) the Series B Preference Units
without the approval of holders of at least 66 2/3% of the
Outstanding Series B Preference Units (including those held by
the General Partner and its Affiliates).
     (d)  The General Partner is hereby authorized and directed to
take  all  actions  that  it  deem necessary  or  appropriate  in
connection  with  each  issuance of Units  or  other  Partnership
Securities pursuant to Section 4.4(a) to amend this Agreement  in
any  manner that it deem necessary or appropriate to provide  for
each  such  issuance,  to admit Additional  Limited  Partners  in
connection  therewith and to specify the relative rights,  powers
and  duties  of  the  holders of the Units or  other  Partnership
Securities being so issued.

(e)  Subject to the terms of Sections 4.4(c) and 6.4(c), the
General Partner is authorized to cause the issuance of
Partnership Securities pursuant to any employee benefit plan for
the benefit of employees responsible for the operations of the
Partnership or the Operating Companies maintained or sponsored by
the General Partner, the Partnership, the Operating Companies or
any Affiliate of any of them.
(f)  The General Partner shall do all things necessary to comply
with the Delaware Act and is authorized and directed to do all
things it deems to be necessary or advisable in connection with
any future issuance of Partnership Securities, including, without
limitation, compliance with any statute, rule, regulation or
guideline of any federal state or other governmental agency or
any National Securities Exchange on which the Units or other
Partnership Securities are listed for ruling.
<PAGE>
     4.5  Limited Preemptive Rights

 .   Except  as  provided in Section 4.4(c)(iii), no Person  shall
have  any  preemptive, preferential or other similar  right  with
respect to (a) additional Capital Contributions; (b) issuance  or
sale  of  any  class  or  series of Units  or  other  Partnership
Securities,  whether unissued, held in the treasury or  hereafter
created;   (c)   issuance  of  any  obligations,   evidences   of
indebtedness  or other securities of the Partnership  convertible
into  or  exchangeable  for, or carrying or  accompanied  by  any
rights  to receive, purchase or subscribe to, any such  Units  or
other  Partnership  Securities; (d)  issuance  of  any  right  of
subscription to or right to receive, or any warrant or option for
the  purchase of, any such Units or other Partnership Securities;
or  (e)  issuance  or sale of any other securities  that  may  be
issued  or  sold by the Partnership.  The General  Partner  shall
have the right, which it may from time to time assign in whole or
in  part  to  any of its Affiliates, to purchase Units  or  other
Partnership Securities from the Partnership whenever, and on  the
same   terms  that,  the  Partnership  issues  Units   or   other
Partnership Securities to Persons other than the General  Partner
and  its  Affiliates,  to the extent necessary  to  maintain  the
percentage interests of the General Partner and its Affiliates of
the  applicable class or series of Partnership Interest equal  to
that  which  existed immediately prior to the  issuance  of  such
Units or other Partnership Securities.

     4.6  Capital Accounts.

     (a)   The Partnership shall maintain for each Partner (or  a
beneficial owner of Units held by a nominee in any case in  which
the  nominee  has  furnished the identity of such  owner  to  the
Partnership in accordance with Section 6031(c) of the Code or any
other  method  acceptable  to the General  Partner  in  its  sole
discretion)  a  separate Capital Account in accordance  with  the
rules  of  Treasury  Regulation Section 1.704-1(b)(2)(iv).   Such
Capital  Account  shall be increased by (i)  the  amount  of  all
Capital  Contributions made by such Partner  to  the  Partnership
pursuant  to  this  Agreement and (ii) all items  of  Partnership
income  and gain (including, without limitation, income and  gain
exempt  from tax) computed in accordance with Section 4.6(b)  and
allocated  to such Partner pursuant to Sections 4.2 and  5.1  and
decreased  by (x) the amount of cash or Net Agreed Value  of  all
distributions  of cash or property made to such Partner  pursuant
to  this Agreement and (y) all items of Partnership deduction and
loss computed in accordance with Section 4.6(b) and allocated  to
such Partner pursuant to Section 5.1.

     (b)  For purposes of computing the amount of any item of income,
gain,  loss or deduction to be reflected in the Partners' Capital
Accounts,  the  determination, recognition and classification  of
any such item shall be the same as its determination, recognition
and  classification  for federal income tax purposes  (including,
without limitation, any method of depreciation, cost recovery  or
amortization used for that purpose), provided, that:
<PAGE>
          (i)  Solely for purposes of this Section 4.6, the Partnership
     shall be treated as owning directly its proportionate share (as
     determined by the General Partner based upon the provisions of
     the Charter Documents) of (x) all property owned by the non-
     corporate Operating Companies and Joint Ventures and (y) the fair
     market value of the stock of the corporate Operating Companies
     and Joint Ventures.

(ii) All fees and other expenses incurred by the Partnership to
promote the sale of (or to sell) a Partnership Interest that can
neither be deducted nor amortized under Section 709 of the Code,
if any, shall, for purposes of Capital Account maintenance, be
treated as an item of deduction at the time such fees and other
expenses are incurred and shall be allocated among the Partners
pursuant to Section 5.1.
(iii)     Except as otherwise provided in Treasury Regulation
Section 1.704-1(b)(2)(iv)(m), the computation of all items of
income, gain, loss and deduction shall be made without regard to
any election under Section 754 of the Code which may be made by
the Partnership and, as to those items described in Section
705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the
fact that such items are not includable in gross income or are
neither currently deductible nor capitalized for federal income
tax purposes.
(iv) Any income, gain or loss attributable to the taxable
disposition of any Partnership property shall be determined as if
the adjusted basis of such property as of such date of
disposition were equal in amount to the Partnership's Carrying
Value with respect to such property as of such date.
(v)  In accordance with the requirements of Section 704(b) of the
Code, any deductions for depreciation, cost recovery or
amortization attributable to any Contributed Property shall be
determined as if the adjusted basis of such property on the date
it was acquired by the Partnership were equal to the Agreed Value
of such property.  Upon an adjustment pursuant to Section 4.6(d)
to the Carrying Value of any Partnership property subject to
depreciation, cost recovery or amortization, any further
deductions for such depreciation, cost recovery or amortization
attributable to such property shall be determined (A) as if the
adjusted basis of such property were equal to the Carrying Value
of such property immediately following such adjustment and (B)
using a rate of depreciation cost recovery or amortization
derived from the same method and useful life (or, if applicable,
the remaining useful life) as is applied for federal income tax
purposes; provided, however, that if the asset has a zero
adjusted basis for federal income tax purposes, depreciation,
cost recovery or amortization deductions shall be determined
using any reasonable method that the General Partner may adopt.
(vi) If the Partnership's adjusted basis in depreciable or cost
recovery property is reduced for federal income tax purposes
pursuant to Section 48(q)(1) or 48(q)(3) of the Code, the amount
of such reduction shall, solely for purposes hereof, be deemed to
be an additional depreciation or cost recovery deduction in the
year such property is placed in service and shall be allocated
among the Partners pursuant to Section 5.1. Any restoration of
such basis pursuant to Section 48(q)(2) of the Code shall, to the
extent possible, be allocated in the year of such restoration as
an item of income pursuant to Section 5.1.
<PAGE>
     (c)  A transferee of a Partnership Interest shall succeed to a
pro  rata  portion  of  the  Capital Account  of  the  transferor
relating  to  the Partnership Interest so transferred;  provided,
however,  that  if  the  transfer causes  a  termination  of  the
Partnership   under  Section  708(b)(1)(B)  of  the   Code,   the
Partnership's properties shall be deemed to have been distributed
in  liquidation of the Partnership to the Partners (including any
transferee  of  a Partnership Interest that is  a  party  to  the
transfer causing such termination) pursuant to Sections 14.3  and
14.4 and recontributed by such Partners in reconstitution of  the
Partnership.  Any such deemed distribution shall be treated as an
actual  distribution for purposes of this Section 4.6.   In  such
event the Carrying Values of the Partnership properties shall  be
adjusted  immediately prior to such deemed distribution  pursuant
to  Section  4.6(d)(ii)  and  such  Carrying  Values  shall  then
constitute the Agreed Values of such properties upon such  deemed
contribution  to  the  reconstituted  Partnership.   The  Capital
Accounts of such reconstituted Partnership shall be maintained in
accordance with the principles of this Section 4.6.

(d)  (i)  Consistent with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(iv)(f), on an issuance of additional Units
for cash or Contributed Property or the conversion of the General
Partner's Partnership Interest to Units pursuant to Section
13.3(b), the Capital Accounts of all Partners and the Carrying
Value of each Partnership property immediately prior to such
issuance shall be adjusted upward or downward to reflect any
Unrealized Gain or Unrealized Loss attributable to such
Partnership property, as if such Unrealized Gain or Unrealized
Loss had been recognized on an actual sale of each such property
immediately prior to such issuance and had been allocated to the
Partners at such time pursuant to Section 5.1.
          (ii) In accordance with Treasury Regulation Section 1.704-
     1(b)(2)(iv)(f), immediately prior to any distribution  to  a
     Partner of any Partnership property (other than a distribution of
     cash that is not in redemption or retirement of a Partnership
     Interest), the Capital Accounts of all Partners and the Carrying
     Value of each Partnership property shall be adjusted upward or
     downward  to reflect any Unrealized Gain or Unrealized  Loss
     attributable to such Partnership property, as if such Unrealized
     Gain or Unrealized Loss had been recognized in a sale of such
     property immediately prior to such distribution for an amount
     equal to its fair market value, and had been allocated to the
     Partners, at such time, pursuant to Section 5.1.
<PAGE>
     4.7  Interest

 .   No  interest  shall  be  paid by the Partnership  on  Capital
Contributions or on balances in Partners' Capital Accounts.

     4.8  No Withdrawal

 .   No  Partner  shall be entitled to withdraw any  part  of  its
Capital  Contributions or its Capital Account or to  receive  any
distribution  from the Partnership, except as  provided  in  this
Agreement.

     4.9  Loans from Partners

 .   Loans  by  a Partner to the Partnership shall not  constitute
Capital Contributions.  If any Partner shall advance funds to the
Partnership  in  excess of the amounts required hereunder  to  be
contributed by it to the capital of the Partnership,  the  making
of  such excess advances shall not result in any increase in  the
amount of the Capital Account of such Partner.  The amount of any
such   excess  advances  shall  be  a  debt  obligation  of   the
Partnership  to such Partner and shall be payable or  collectible
only  out of the Partnership Assets in accordance with the  terms
and conditions upon which such advances are made.

     4.10 No Fractional Units

 .  No fractional Units shall be issued by the Partnership.

     4.11 Partnership Interest Adjusting Events.

     (a)  Subject to Section 4.11(d), the General Partner may effect a
Partnership  Interest  Adjusting  Event,  including  a  pro  rata
distribution  of  Units or other Partnership  Securities  to  all
Record  Holders thereof or a subdivision or combination of  Units
or  other Partnership Securities; provided, however, that subject
to Section 4.11(d), after any such Partnership Interest Adjusting
Event, each Partner shall have the same ownership interest in the
Partnership as before such Partnership Interest Adjusting Event.

(b)  Whenever such a Partnership Interest Adjusting Event is
declared, the General Partner shall select a Record Date for such
Partnership Interest Adjusting Event at least 20 days prior to
such Record Date. The Record Date shall be as of a date not less
than 10 days prior to the date of the notice to the Record
Holders of such Partnership Interest Adjusting Event.  The
General Partner also may cause a firm of independent public
accountants selected by it to calculate the number of Units to be
held by each Record Holder after giving effect to such
Partnership Interest Adjusting Event.  The General Partner shall
be entitled to rely on any certificate provided by such firm as
conclusive evidence of the accuracy of such calculation.
(c)  Promptly following any such Partnership Interest Adjusting
Event, the General Partner may cause Unit Certificates to be
issued to the Record Holders of Units as of the applicable Record
Date representing the new number of Units held by such Record
Holders, or the General Partner may adopt such other procedures
as it may deem appropriate to reflect such Partnership Interest
Adjusting Event; provided, however, that if any such Partnership
Interest Adjusting Event results in a smaller total number of
Units Outstanding, the General Partner shall require, as a
condition to the delivery to a Record Holder of such new Unit
Certificate, the surrender of any Unit Certificate held by such
Record Holder immediately prior to such Record Date.
(d)  The Partnership shall not issue fractional Units upon any
Partnership Interest Adjusting Event.  If a Partnership Interest
Adjusting Event would result in the issuance of fractional Units
but for the provision of Section 4.10 and this Section 4.11(d),
each fractional Unit shall be rounded to the nearest whole Unit
(and a 0.5 Unit shall be rounded to the next higher Unit).
<PAGE>
ARTICLE V

                  Allocations and Distributions

     5.1  Allocations for Capital Account Purposes

 .   For  purposes  of  maintaining the Capital  Accounts  and  in
determining  the  rights of the Partners  among  themselves,  the
Partnership's items of income, gain, loss and deduction (computed
in  accordance with Section 4.6(b)) shall be allocated among  the
Partners  in  each taxable year (or portion thereof) as  provided
herein below.

     (a)  Net Income.  After giving effect to the allocations  in
Section  4.2  and the special allocations set forth  in  Sections
5.1(d) and 5.1(e), all remaining items of income, gain, loss  and
deduction  taken  into account in computing Net Income  for  such
taxable period shall be allocated in the same manner as such  Net
Income  is  allocated  hereunder,  which  Net  Income  shall   be
allocated as follows:

          (i)  First, 100% to the General Partner until the aggregate Net
     Income allocated to the General Partner pursuant to this Section
     5.1(a)(i) for the current taxable year and all previous taxable
     years is equal to the aggregate Net Losses allocated to  the
     General  Partner  pursuant  to  Sections  5.1(b)(i)(D)   and
     5.1(b)(ii)(D) for all previous taxable years;

(ii) Second, 1% to the General Partner and 99% to the Limited
Partners holding Series A Preference Units and Series B
Preference Units (allocated between each such series and among
the Limited Partners holding Preference Units of each such series
as provided below in this Section 5.1(a)(ii)) until the aggregate
Net Income allocated to any Series A Preference Unit or Series B
Preference Unit pursuant to this Section 5.1(a)(ii) for the
current taxable year and all previous taxable years is equal to
the aggregate Net Losses allocated to any Series A Preference
Unit or Series B Preference Unit pursuant to Sections
5.1(b)(i)(C) and 5.1(b)(ii)(C) for all previous taxable years. As
between the Limited Partners holding Series A Preference Units
and the Limited Partners holding Series B Preference Units, any
distributions under this Section 5.1(a)(ii) shall be allocated in
proportion to the Net Losses allocated to one of each such Units
pursuant to Sections 5.1(b)(i)(C) and 5.1(b)(ii)(C) for all
previous taxable years, and as among the Limited Partners holding
a particular series of Preference Units, such distributions shall
be allocated in the proportion that the respective number of
Preference Units in such series held by them bears to the total
number of Preference Units in such series then Outstanding;
(iii)     Third, 99% to the Limited Partners holding Series A
Common Units, in the proportion that the respective number of
Series A Common Units held by them bears to the total number of
Series A Common Units then Outstanding, and 1% to the General
Partner until the aggregate Net Income allocated to any Series A
Common Unit pursuant to this Section 5.1(a)(iii) for the current
taxable year and all previous taxable years is equal to the to
the aggregate Net Losses allocated to any Series A Common Unit
pursuant to Sections 5.1(b)(i)(B) and (b)(ii)(B) for all previous
years; and
<PAGE>
(iv) Fourth, the balance, if any, 1% to the General Partner and
99% to the Limited Partners, which allocations to such Limited
Partners shall be made (x) first, to the Limited Partners holding
Series A Preference Units and Series B Preference Units
(allocated between each such series and among the Limited
Partners holding Preference Units of each such series as provided
below in this Section 5.1(a)(iv)) until the total amount
allocated in respect of any Series B Preference Unit under this
Section 5.1(a)(iv) during the period from the Series B Preference
Unit Issuance Date through the date of such allocation is equal
to the total of all Series B Preference Unit Discretionary
Distribution Amounts made during such period in respect thereof
pursuant to Section 5.5(a), and (y) then, to Limited Partners
holding Series A Preference Units and Series A Common Units, in
the proportion that the respective number of Series A Preference
Units and Series A Common Units, as applicable, held by them
bears to the total number of Series A Preference Units and Series
A Common Units then Outstanding. As between the Limited Partners
holding Series A Preference Units and the Limited Partners
holding Series B Preference Units, any distributions under this
Section 5.1(a)(iv) shall be allocated based on the Preference
Unit Sharing Ratios, and as among the Limited Partners holding a
particular series of Preference Units, such distributions shall
be allocated in the proportion that the respective number of
Preference Units in such series held by them bears to the total
number of Preference Units in such series then Outstanding; and
     (b)  Net Losses. After giving effect to the special allocations
set  forth in Sections 5.1(d) and 5.1(e), all remaining items  of
income,  gain, loss and deduction taken into account in computing
Net Losses for such taxable period shall be allocated in the same
manner  as  such  Net Losses are allocated hereunder,  which  Net
Losses shall be allocated as follows:

          (i)  While any Series A Preference Units are Outstanding.  During
     any  period  in  which  any Series A  Preference  Units  are
     outstanding:

          (A)  First, 1% to the General Partner and 99% to the Limited
     Partners holding Series A Common Units, Series A Preference Units
     and Series B Preference Units (allocated between each such series
     and among the Limited Partners holding Units of each such series
     as provided below in this Section 5.1(b)(i)(A)) until Net Losses
     are allocated to each Unit pursuant to this Section 5.1(b)(i)(A)
     for the current taxable year and all previous taxable years in an
     amount equal to the Net Income allocated to such Unit pursuant to
     Section 5.1(a)(iv) for all previous taxable years. As among the
     Limited Partners holding each of the Series A Common  Units,
     Series A Preference Units and Series B Preference Units, any
     distributions under this Section 5.1(b)(i)(A) shall be allocated
     in proportion to the Net Income allocated to one of each such
     Units pursuant to Section 5.1(a)(iv) for all previous taxable
     years, and as among the Limited Partners holding a particular
     series of Units, such distributions shall be allocated in the
     proportion that the respective number of Units in such series
     held by them bears to the total number of Units in such series
     then Outstanding;
<PAGE>
(B)  Second, 1% to the General Partner and 99% to the Limited
Partners holding Series A Common Units, in the proportion that
the respective number of Series A Common Units held by them bears
to the total number of Series A Common Units then Outstanding,
provided that Net Losses shall not be allocated pursuant to this
Section 5.1(b)(ii) to the extent that such allocation would cause
any Limited Partner to have a deficit balance in its Adjusted
Capital Account at the end of such taxable period (or increase
any existing deficit balance in its Adjusted Capital Account);
(C)  Third, 1% to the General Partner and 99% to the Limited
Partners holding Series A Preference Units and Series B
Preference Units (allocated between each such series and among
the Limited Partners holding Units of each such series as
provided below in this Section 5.1(b)(i)(C)), provided that Net
Losses shall not be allocated pursuant to this Section 5.1(b)(i)
to the extent that such allocation would cause any Limited
Partner to have a deficit balance in its Adjusted Capital Account
at the end of such taxable period (or increase any existing
deficit balance in its Adjusted Capital Account). As among the
Limited Partners holding the Series A Preference Units and the
Limited Partners holding the Series B Preference Units, any
distributions under this Section 5.1(b)(i)(C) shall be allocated
based on their respective Preference Unit Sharing Ratios, and as
among the Limited Partners holding a particular series of Units,
such distributions shall be allocated in the proportion that the
respective number of Units in such series held by them bears to
the total number of Units in such series then Outstanding; and
(D)  Fourth, the balance, if any, 100% to the General Partner.

          (ii) While no Series A Preference Units are Outstanding.  During
     any period in which no Series A Preference Units are outstanding:

          (A)  First, 1% to the General Partner and 99% to the Limited
     Partners holding Series A Common Units and Series B Preference
     Units (allocated between each such series and among the Limited
     Partners holding Units of each such series as provided below in
     this Section 5.1(b)(ii)(A)) until Net Losses are allocated to
     each Unit pursuant to this Section 5.1(b)(ii)(A) for the current
     taxable year and all previous taxable years in an amount equal to
     the   Net   Income  allocated  to  such  Unit  pursuant   to
     Section 5.1(a)(iv) for all previous taxable years. As among the
     Limited  Partners holding the Series A Common Units and  the
     Limited Partners holding the Series B Preference Units,  any
     distributions under this Section 5.1(b)(ii)(A) shall be allocated
     in  proportion to the amounts of Net Income allocated to the
     Limited   Partners   holding   such   Units   pursuant    to
     Section 5.1(a)(iv) for all previous taxable years, and as among
     the Limited Partners holding a particular series of Units, such
     distributions shall be allocated in the proportion that  the
     respective number of Units in such series held by them bears to
     the total number of Units in such series then Outstanding;

(B)  Second, 1% to the General Partner and 99% to the Limited
Partners holding Series A Common Units, in the proportion that
the respective number of Series A Common Units held by them bears
to the total number of Series A Common Units then Outstanding,
provided that Net Losses shall not be allocated pursuant to this
Section 5.1(b)(ii)(B) to the extent that such allocation would
cause any Limited Partner holding Series A Common Units to have a
deficit balance in its Adjusted Capital Account at the end of
such taxable year (or increase any existing deficit balance in
its Adjusted Capital Account); and
<PAGE>
(C)  Third, 1% to the General Partner and 99% to the Limited
Partners holding Series B Preference Units in the proportion that
the respective number of Series B Preference Units held by them
bears to the total number of Series B Preference Units then
Outstanding, provided that Net Losses shall not be allocated
pursuant to this Section 5.1(b)(i)(C) to the extent that such
allocation would cause any Limited Partner holding Series B
Preference Units to have a deficit balance in its Adjusted
Capital Account at the end of such taxable year (or increase any
existing deficit balance in its Adjusted Capital Account
balance); and

(D)  Fourth, the balance, if any, 100% to the General Partner.
     (c)  Net Termination Gains and Losses.  After giving effect to
the  allocations  in Section 4.2 and the special allocations  set
forth  in Sections 5.1(d) and 5.1(e), all items of income,  gain,
loss   and   deduction  taken  into  account  in  computing   Net
Termination Gain or Net Termination Loss for such taxable  period
shall  be  allocated in the same manner as such  Net  Termination
Gain  or  Net  Termination  Loss  is  allocated  hereunder.   All
allocations under this Section 5.1(c) shall be made after Capital
Account  balances  have  been adjusted by all  other  allocations
provided  under  this Section 5.1 and after all distributions  of
Available Cash provided under Sections 5.4 and 5.5 have  be  made
with respect to such taxable period.

          (i)   If a Net Termination Gain is recognized, such Net
     Termination Gain shall be allocated between the General Partner
     and  the  Limited Partners in the following manner (and  the
     Adjusted Capital Accounts of the Partners shall be increased by
     the amount so allocated in each of the following subclauses, in
     the order listed, before an allocation is made pursuant to the
     next succeeding subclause):

(A)  first, to each Partner having a deficit balance in its
Adjusted Capital Account in the proportion that such deficit
balance  bears to the total deficit balances in the Adjusted
Capital Accounts of all Partners, until each such Partner has
been allocated Net Termination Gain equal to any such deficit
balance in its Adjusted Capital Account;

(B)  second, 99% to the Limited Partners holding Series A
Preference Units and Series B Preference Units (allocated between
each such series and among the Limited Partners holding
Preference Units of each such series as provided below in this
Section 5.1(c)(i)(B)) and 1.0% to the General Partner until the
Adjusted Capital Account in respect of each Series A Preference
Unit and Series B Preference Unit then Outstanding is equal to,
as applicable, (aa) the sum of the Unrecovered Capital in respect
of such Series A Preference Unit plus any then Series A
Preference Unit Cumulative Deficiency or (bb) the Series B
Preference Unit Liquidation Value. As between the Limited
Partners holding Series A Preference Units and the Limited
Partners holding Series B Preference Units, any allocation under
this Section 5.1(c)(i)(B) shall be made based on the Preference
Unit Sharing Ratios, and as among the Limited Partners holding a
particular series of Preference Units, such distributions shall
be allocated in the proportion that the respective number of
Preference Units in such series held by them bears to the total
number of Preference Units in such series then Outstanding;
<PAGE>
(C)  third, 99% to Limited Partners holding Series A Common
Units, in the proportion that the respective number of Series A
Common Units held by them bears to the total number of Series A
Common Units then Outstanding, and 1.0% to the General Partner
until the Adjusted Capital Account in respect of each Series A
Common Unit then Outstanding is equal to the Unrecovered Capital
with respect to such Series A Common Unit;

(D)  fourth, (aa) if the Net Termination Gain is recognized prior
to the termination of the Series A Preference Unit Preference
Period, 99% to all Limited Partners holding Series A Preference
Units and Series A Common Units, in the proportion that the
respective number of such Units held by them bears to the total
number of such Units then Outstanding, or (bb) if the Net
Termination Gain is recognized following the termination of the
Series A Preference Unit Preference Period, 99% to all Limited
Partners holding Series A Common Units, in the proportion that
the respective number of Series A Common Units held by them bears
to the total number of Series A Common Units then Outstanding,
and 1% to the General Partner, until there has been allocated an
amount per Series A Common Unit equal to (yy) the excess of the
First Target Distribution per Unit over the Minimum Quarterly
Distribution for each quarter of the Partnership's existence,
less (zz) the amount per Unit of any distributions in respect of
such Series A Common Units (including any distributions in
respect of such Series A Common Units prior to conversion of such
Units from Series A Preference Units) pursuant to Sections 5.4
and 5.5;

(E)  fifth, (aa) if the Net Termination Gain is recognized prior
to the termination of the Series A Preference Unit Preference
Period, 85.87% to all Limited Partners holding Series A
Preference Units and Series A Common Units, in the proportion
that the respective number of such Units held by them bears to
the total number of such Units then Outstanding, or (bb) if the
Net Termination Gain is recognized following the termination of
the Series A Preference Unit Preference Period, 85.87% to all
Limited Partners holding Series A Common Units, in the proportion
that the respective number of Series A Common Units held by them
bears to the total number of Series A Common Units then
Outstanding, and 14.13% to the General Partner, until there has
been allocated an amount per relevant Unit equal to (yy) the
excess of the Second Target Distribution per Unit over the First
Target Distribution per Unit for each quarter of the
Partnership's existence, less (zz) the amount per Unit of any
distributions in respect of such Series A Common Units (including
any distributions in respect of such Series A Common Units prior
to conversion of such Units from Series A Preference Units)
pursuant to Sections 5.4 and 5.5;

(F)  sixth, (aa) if the Net Termination Gain is recognized prior
to the termination of the Series A Preference Unit Preference
Period, 75.77% to all Limited Partners holding Series A
Preference Units and Series A Common Units, in the proportion
that the respective number of such Units held by them bears to
the total number of such Units then Outstanding, or (bb) if the
Net Termination Gain is recognized following the termination of
the Series A Preference Unit Preference Period, 75.77% to all
Limited Partners holding Series A Common Units, in the proportion
that the respective number of Series A Common Units held by them
bears to the total number of Series A Common Units then
Outstanding, and 24.23% to the General Partner, until there has
been allocated an amount per relevant Unit equal to (yy) the
excess of the Second Target Distribution per Unit over the First
Target Distribution per Unit for each quarter of the
Partnership's existence, less (zz) the amount per Unit of any
distributions in respect of such Series A Common Units (including
any distributions in respect of such Series A Common Units prior
to conversion of such Units from Series A Preference Units)
pursuant to Sections 5.4 and 5.5; and
<PAGE>
(G)  seventh, the balance, if any, (aa) if the Net Termination
Gain is recognized prior to the termination of the Series A
Preference Unit Preference Period, 50.51% to all Limited Partners
holding Series A Preference Units and Series A Common Units, in
the proportion that the respective number of such Units held by
them bears to the total number of such Units then Outstanding, or
(bb) if the Net Termination Gain is recognized following the
termination of the Series A Preference Unit Preference Period, to
all Limited Partners holding Series A Common Units, in the
proportion that the respective number of Series A Common Units
held by them bears to the total number of Series A Common Units
then Outstanding, and 49.49% to the General Partner.

          (ii) if a Net Termination Loss is recognized, such  Net
     Termination Loss shall be allocated to the Partners  in  the
     following manner:

(A)  first, to all Partners in proportion to the positive
balances in their Adjusted Capital Accounts (or, if subsequent to
the  Series A Preference Unit Preference Period, 100% to the
Limited Partners holding Series A Preference Units and Series B
Preference Units, in proportion to the positive balances in their
Adjusted Capital Accounts) until the Adjusted Capital Accounts of
holders of Series A Preference Units are reduced to the amount of
their  Unrecovered Capital plus any arrearages with  respect
thereto and the Adjusted Capital Accounts of holders of Series B
Preference Units are reduced to their Series B Preference Unit
Liquidation Value;

(B)  second, 1% to the General Partner and 99% to the Limited
Partners holding Series A Common Units, in proportion to, and to
the extent of, the positive balances in their Adjusted Capital
Accounts until all such balances are reduced to zero;

(C)  third, 100% to the Limited Partners holding Series A
Preference Units and Series B Preference Units, in proportion to,
and to the extent of, the positive balances in their Adjusted
Capital Accounts until all such balances are reduced to zero; and

(D)  fourth, the balance, if any, 100% to the General Partner.

     (d)  Special Allocations.  Notwithstanding any other provisions
of  this  Section 5.1 (other than Section 5.1(e)), the  following
special allocation shall be made for such taxable period:

          (i)  Priority Allocations. (A) If the amount of cash or the Net
     Agreed Value of any property distributed (except cash or property
     distributed pursuant to Section 14.3 or 14.4) to any Limited
     Partner during a taxable year is greater (on a per Unit basis)
     than  the amount of cash or the Net Agreed Value of property
     distributed to the other Limited Partners (on a per Unit basis),
     then (1) each Limited Partner receiving such greater cash or
     property distribution shall be allocated gross income in  an
     amount  equal to the product of (x) the amount by which  the
     distribution  (on a per Unit basis) to such Limited  Partner
     exceeds the distribution (on a per Unit basis) to the Limited
     Partners receiving the smallest distribution and (y) the number
     of  Units owned by the Limited Partner receiving the greater
     distribution and (2) the General Partner shall be allocated gross
     income in an amount equal to one-ninety-ninth (1/99) of the sum
     of the amounts allocated in clause (1) above.
<PAGE>
          (B)   All  or  a  portion  of the  remaining  items  of
     Partnership gross income or gain for the taxable  period  if
     any, shall be allocated 100% to the General Partner (or  its
     assignee) until the aggregate amount of such items allocated
     to   the  General  Partner  (or  its  assignee)  under  this
     paragraph (d)(i)(B) for the current taxable period  and  all
     previous  taxable periods is equal to the cumulative  amount
     of  all  Incentive Distributions made to the General Partner
     (or  its  assignee) from the Closing Date to a date 45  days
     after the end of the current taxable period.

          (ii) Nonrecourse Liabilities.  For purposes of Treasury
     Regulation  Section 1.752-3(a)(3), the Partners  agree  that
     Nonrecourse Liabilities of the Partnership in excess of the sum
     of (A) the amount of Partnership Minimum Gain and (B) the total
     amount of Nonrecourse Built-in Gain shall be allocated among the
     Partners 49.49% to the General Partner and 50.51% to all Limited
     Partners in the proportion that the respective number of Units
     held by them bears to the total number of Units then outstanding.

        (iii)     Discretionary Allocation. (A) Notwithstanding any other
     provision of Section 5.1(a), (b) or (c), the Agreed Allocations
     shall be adjusted so that to the extent possible, the net amount
     of items of income, gain, loss and deduction allocated to the
     Partner pursuant to the Required Allocations and the Agreed
     Allocation, together, shall be equal to the net amount of such
     item that would have been allocated to each such Partner under
     the Agreed Allocations had there been no Required Allocations;
     provided, however, that for purposes of applying this Section
     5.1(d)(iii)(A), it shall be assumed that all chargebacks pursuant
     to Sections 5.1(e)(i) and (ii) have occurred.

          (B)    The   General  Partner  shall  have   reasonable
     discretion, with respect to each taxable year, to (1)  apply
     the provisions of Section 5.1(d)(iii)(A) in whatever fashion
     as  is most likely to minimize the economic distortions that
     might  otherwise  result from the Required Allocations,  and
     (2)    divide   all   allocations   pursuant   to    Section
     5.1(d)(iii)(A) among the Partners in a manner that is likely
     to minimize such economic distortions.

     (e)  Required Allocations. Notwithstanding any other provision of
this Section 5.1, the following special allocations shall be made
for such taxable period:

          (i)  Partnership Minimum Gain Chargeback.  Notwithstanding the
     other provisions of this Section 5.1, except as provided  in
     Treasury Regulation Sections 1.704-2(f)(2) through (5), if there
     is  a  net  decrease in Partnership Minimum Gain during  any
     Partnership taxable period, each Partner shall be allocated items
     of  Partnership  income and gain for such  period  (and,  if
     necessary, subsequent periods) in the manner and amounts provided
     in Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and
     1.704-2(j)(2)(i), or any successor provisions.  For purposes of
     this Section 5.1(e), each Partner's Adjusted Capital Account
     balance shall be determined, and the allocation of income or gain
     required hereunder shall be effected, prior to the application of
     any other allocations pursuant to this Section 5.1 with respect
     to such taxable period (other than an allocation pursuant to
     Sections 5.1(e)(v) or 5.1(e)(vi)).
<PAGE>
        (ii) Chargeback of Minimum Gain Attributable to Partner
     Nonrecourse Debt.  Notwithstanding the other provisions of this
     Section 5.1 (other than 5.1(e)(i)), except as provided in
     Treasury Regulation Section 1.704-2(i)(4), if there is a net
     decrease in Minimum Gain Attributable to Partner Nonrecourse Debt
     during any Partnership taxable period any Partner with a share of
     Minimum Gain Attributable to Partner Nonrecourse Debt at the
     beginning of such taxable period shall be allocated items of
     Partnership income and gain for such period (and if necessary,
     subsequent periods) in the manner and amounts provided in
     Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii),
     or any successor provisions.  For purposes of this Section 5.1,
     such Partner's Adjusted Capital Account balance shall be
     determined and the allocation of income or gain required
     hereunder shall be effected, prior to the application of any
     other allocations pursuant to this Section 5.1(e), other than
     Section 5.1(e)(i) (and other than an allocation pursuant to
     Sections 5.1(e)(v) or 5.1(e)(vi)), with respect to such taxable
     period.

        (iii)     Qualified Income Offset.  In the event any Limited
     Partner unexpectedly receives adjustments, allocations or
     distributions described in Treasury Regulation Section
     1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
     1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain
     shall be specifically allocated to such Partner in an amount and
     manner sufficient to eliminate, to the extent required by the
     Treasury Regulations promulgated under Section 704(b) of the
     Code, the deficit balance if any, in its Adjusted Capital Account
     created by such adjustments, allocations or distributions as
     quickly as possible unless such deficit balance is otherwise
     eliminated pursuant to Section 5.1(e)(i) or 5.1(e)(ii).
     (iv) Gross Income Allocations.

          (A)  In the event any Partner has a deficit balance in its
     Adjusted Capital Account at the end of any Partnership taxable
     period, such Partner shall be specifically allocated items of
     Partnership gross income and gain in the amount of such excess as
     quickly as possible; provided, that an allocation pursuant to
     this Section 5.1(e)(iv)(A) shall be made only if and to  the
     extent that such Partner would have a deficit balance in its
     Adjusted Capital Account after all other allocations provided in
     this Section 5.1 have been tentatively made as if this Section
     5.1(e)(iv)(A) was not in this Agreement.

        (B)  If at the end of any Partnership taxable period, after all
     other allocations provided in this Section 5.1 have been
     tentatively made as if this Section 5.1(e)(iv)(B) was not in this
     Agreement, the total amount allocated in respect of any Series B
     Preference Unit under Section 5.1(a)(iv) during the period from
     the Series B Preference Unit Issuance Date through the date of
     such allocation is less than the total of all amounts distributed
     in respect of such Series B Preference Unit made during such
     period pursuant to Sections 5.5(a) and (b), then the Limited
     Partners holding Series B Preference Units shall be specifically
     allocated, as quickly as possible (but after the requirements of
     Section 5.1(e)(iv)(A) have been met), items of Partnership gross
     income and gain such that the total amount allocated in respect
     of any Series B Preference Unit under Section 5.1(a)(iv) during
     the period from the Series B Preference Unit Issuance Date
     through the date of such allocation is equal to the total of all
     amounts distributed in respect of such Series B Preference Unit
     during such period pursuant to Sections 5.5(a) and (b).
<PAGE>
          (v)  Nonrecourse Deductions.  Nonrecourse Deductions for any
     taxable period shall be allocated to the Partners in the same
     manner as Net Income is allocated pursuant to Section 5.1(a)(iv).
     If the Managing General Partner determines in its good faith
     discretion that the Partnership's Nonrecourse Deductions must be
     allocated  in a different ratio to satisfy the  safe  harbor
     requirements  of the Treasury Regulations promulgated  under
     Section 704(b) of the Code, the General Partner is authorized,
     upon notice to the Limited Partners, to revise the prescribed
     ratio to the numerically closest ratio which does satisfy such
     requirements.

        (vi) Partner Nonrecourse Deductions.  Partner Nonrecourse
     Deductions for any taxable period shall be allocated 100% to the
     Partner that bears the Economic Risk of Loss for such Partnership
     Nonrecourse Debt to which such Partner Nonrecourse Deductions are
     attributable in accordance with Treasury Regulation Section
     1.704-2(i). If more than one Partner bears the Economic Risk of
     Loss with respect to a Partner Nonrecourse Debt such Partner
     Nonrecourse Deductions attributable thereto shall be allocated
     between or among such Partners in accordance with the ratios in
     which they share such Economic Risk of Loss.
<PAGE>
     5.2  Allocations for Tax Purposes.

     (a)  Except as otherwise provided herein, for federal income tax
purposes, each item of income, gain, loss and deduction which  is
recognized  by  the Partnership for federal income  tax  purposes
shall  be allocated among the Partners in the same manner as  its
correlative  item of "book," income, gain, loss or  deduction  is
allocated pursuant to Section 5.1.

        (b)  In an attempt to eliminate Book-Tax Disparities attributable
to a Contributed Property or Adjusted Property, items of income,
gain, loss, depreciation, amortization and cost recovery
deductions shall be allocated for federal income tax purposes
among the Partners as follows:

          (i)  (A) In the case of a Contributed Property, such items
     attributable thereto shall be allocated among the Partners in the
     manner provided under Section 704(c) of the Code that takes into
     account the variation between the Agreed Value of such property
     and  its adjusted basis at the time of contribution; and (B)
     except as otherwise provided in Section 5.2(b)(iii), any item of
     Residual Gain or Residual Loss attributable to a Contributed
     Property shall be allocated among the Partners in the same manner
     as  its correlative item of "book" gain or loss is allocated
     pursuant to Section 5.1.

        (ii) (A) In the case of an Adjusted Property, such items shall
     (1) first, be allocated among the Partners in a manner consistent
     with the principles of Section 704(c) of the Code to take into
     account the Unrealized Gain or Unrealized Loss attributable to
     such property and the allocations thereof pursuant to Section
     4.6(d)(i) or (ii), and (2) second, in the event such property was
     originally a Contributed Property, be allocated among the
     Partners in a manner consistent with Section 5.2(b)(i)(A); and

        (B) except as otherwise provided in Section 5.2(b)(iii), any item
of Residual Gain or Residual Loss attributable to an Adjusted
Property shall be allocated among the Partners in the same manner
as its correlative item of "book" gain or loss is allocated
pursuant to Section 5.1.

        (iii)     Any items of income, gain, loss or deduction otherwise
        allocable under Section 5.2(b)(i)(B) or 5.2(b)(ii)(B) shall be
        subject to allocation by the General Partner in a manner designed
        to eliminate, to the maximum extent possible, Book-Tax
        Disparities in a Contributed Property or Adjusted Property
        otherwise resulting from the application of the "ceiling"
        limitation (under Section 704(c) of the Code or Section 704(c)
        principles) to the allocations provided under Section
        5.2(b)(i)(A) or 5.2(b)(ii)(A).

     (c)  For the proper administration of the Partnership or for the
preservation of uniformity of the Units (or any class or  classes
thereof), the General Partner shall have sole discretion  to  (i)
adopt such conventions as it deems appropriate in determining the
amount of depreciation amortization and cost recovery deductions;
(ii) make special allocations for federal income tax purposes  of
income   (including,  without  limitation,   gross   income)   or
deductions;  and (iii) amend the provisions of this Agreement  as
appropriate  (x)  to  reflect  the proposal  or  promulgation  of
Treasury  Regulations under Section 704(b) or Section  704(c)  of
the  Code  or (y) otherwise to preserve or achieve uniformity  of
the Units (or any class or classes thereof).  The General Partner
may  adopt such conventions, make such allocations and make  such
amendments  to this Agreement as provided in this Section  5.2(c)
only  if  such conventions, allocations or amendments  would  not
have  a  material adverse effect on the Partners, the holders  of
any  class  or  classes of Units issued and  Outstanding  of  the
Partnership,  and  if  such allocations are consistent  with  the
principles of Section 704 of the Code.
<PAGE>
(d)  The General Partner in its sole discretion may determine to
depreciate the portion of an adjustment under Section 743(b) of
the Code attributable to unrealized appreciation in any Adjusted
Property (to the extent of the unamortized Book-Tax Disparity)
using a predetermined rate derived from the depreciation method
and useful life applied to the Partnership's common basis of such
property, despite the inconsistency of such approach with
Proposed Treasury Regulation Section 1.168-2(n) and Treasury
Regulation Section 1.167(c)-1(a)(6).  If the General Partner
determines that such reporting position cannot reasonably be
taken, the General Partner may adopt a depreciation convention
under which all purchasers acquiring Units in the same month
would receive depreciation, based upon the same applicable rate
as if they had purchased a direct interest in the Partnership's
property.  If the General Partner chooses not to utilize such
aggregate method the General Partner may use any other reasonable
depreciation convention to preserve the uniformity of the
intrinsic tax characteristics of any Units that would not have a
material adverse effect on the Limited Partners or the Record
Holders of any class or classes of Units.  In addition, for
purposes of computing the adjustments under Section 743(b) of the
Code, the General Partner shall be authorized (but not required)
(i) to adopt a convention whereby the price paid by a transferee
of Units will be deemed to be the lowest quoted trading price of
the Units on any National Securities Exchange on which such Units
are traded during the calendar month in which such transfer is
deemed to occur pursuant to Section 5.2(g) without regard to the
actual price paid by such transferee and (ii) to treat the amount
of any Section 743(b) adjustment with respect to properties of
the non-corporate Operating Companies and Joint Ventures as being
equal to the Section 743(b) adjustment attributable to the
partnership interest in such Operating Companies and Joint
Ventures.

(e)  Any gain allocated to the Partners upon the sale or other
taxable disposition of any Partnership asset shall, to the extent
possible, after taking into account other required allocations of
gain pursuant to this Section 5.2 be characterized as Recapture
Income in the same proportions and to the same extent as such
Partners (or their predecessors in interest) have been allocated
any deductions directly or indirectly giving rise to the
treatment of such gains as Recapture Income.

(f)  All items of income, gain, loss, deduction and credit
recognized by the Partnership for federal income tax purposes and
allocated to the Partners in accordance with the provisions
hereof shall be determined without regard to any election under
Section 754 of the Code which may be made by the Partnership;
provided, however, that such allocations once made, shall be
adjusted as necessary or appropriate to take into account those
adjustments permitted or required by Sections 734 and 743 of the
Code.

(g)  Each item of Partnership income, gain, loss and deduction
attributable to a transferred Partnership Interest of the General
Partner or to transferred Units shall, for federal income tax
purposes, be determined on an annual basis and prorated on a
monthly basis and shall be allocated to the Partners as of the
close of the New York Stock Exchange on the last day of the
preceding month; provided, however, that (i) except as otherwise
provided in clause (ii), such items for the period beginning on
the Closing Date and ending on the last day of the month in which
the Closing Date occurs shall be allocated to Partners as of the
close of the New York Stock Exchange on the last day of that it
month or (ii) if the Underwriters' over-allotment option is
exercised, such items for the period beginning on the Closing
Date and ending on the last day of the month in which the Option
Closing Date (as defined in the Underwriting Agreement) occurs
shall be allocated to the Partners as of the close of the New
York Stock Exchange on the last day of that month; and provided
further, that gain or loss on a sale or other disposition of any
assets of the Partnership other than in the ordinary course of
business shall be allocated to the Partners as of the opening of
the New York Stock Exchange on the first Business Day of the
month in which such gain or loss is recognized for federal income
tax purposes.  The General Partner may revise, alter or otherwise
modify such methods of allocation as it determines necessary to
the extent permitted or required by Section 706 of the Code and
the regulations or ruling promulgated thereunder.

(h)  Allocations that would otherwise be made to a Limited
Partner under the provisions of this Article V shall instead be
made to the beneficial owner of Units held by a nominee in any
case in which the nominee has furnished the identity of such
owner to the Partnership in accordance with Section 6031(c) of
the Code or any other method acceptable to the General Partner in
its sole discretion.
<PAGE>
     5.3  Requirement and Characterization of Distributions

 .   Within 45 days following the end of each calendar quarter, an
amount  equal  to  100% of Available Cash with  respect  to  such
quarter (or period) shall be distributed in accordance with  this
Article  V  by the Partnership to the Partners, as of the  Record
Date for such distribution selected by the General Partner in its
reasonable discretion.  The immediately preceding sentence  shall
not   modify  in  any  respect  the  provisions  of  Section  4.2
regulating  the distribution of any interest or other  profit  on
the  initial Contributions referred to therein.  All  amounts  of
Available  Cash distributed by the Partnership on any  date  from
any  source  (other than amounts paid or distributed pursuant  to
Section 4.2) shall be deemed to be Cash from Operations until the
aggregate amount of all Available Cash theretofore distributed by
the  Partnership  to Partners pursuant to Sections  5.4  and  5.5
equals  the aggregate amount of all Cash from Operations  of  the
Partnership from the Partnership Inception through the end of the
calendar  quarter  immediately preceding such distribution.   Any
remaining   amounts   of  Available  Cash  distributed   by   the
Partnership  on such date (other than amounts paid or distributed
pursuant  to Section 4.2) shall, except as otherwise provided  in
Section   5.7,  be  deemed  to  be  Cash  from  Interim   Capital
Transactions.  With respect to any calendar quarter  included  in
the  period  beginning  on (and including)  the  day  immediately
following the last day of the Series A Preference Unit Preference
Period and ending on (and including) the day immediately prior to
the Series B Preference Unit Preference Date, the General Partner
may  decide  (in  its sole discretion) to make a distribution  in
respect  of  each Series B Preference Unit then Outstanding  (the
amount  of  such  distribution  (a  "Series  B  Preference   Unit
Discretionary Distribution Amount"); provided, however, that  the
Series  B  Preference Unit Discretionary Distribution Amount  for
any such calendar quarter shall not exceed an amount equal to the
Series  B  Preference Unit Deficiency on the  last  day  of  such
calendar quarter.
<PAGE>
     5.4  Distributions During Series A Preference Unit Preference
Period

  Available Cash with respect to any calendar quarter within the
Series A Preference Unit Preference Period that is deemed  to  be
Cash from Operations pursuant to the provisions of Section 5.3 or
5.7  and,  to  the  extent  necessary to  make  the  payments  in
subsection  (a)  below, the Reserve Amount shall  be  applied  as
follows:

     (a)   First,  99% to all Limited Partners holding  Series  A
Preference Units, in the proportion that the respective number of
Series  A Preference Units held by them bears to the total number
of  Series A Preference Units then Outstanding, and 1.0%  to  the
General  Partner until there has been distributed in  respect  of
each Series A Preference Unit then Outstanding an amount equal to
the Minimum Quarterly Distribution;

     (b)  Second, 99% to all Limited Partners holding Series A
Preference Units, in the proportion that the respective number of
Series A Preference Units held by them bears to the total number
of Series A Preference Units then Outstanding, and 1.0% to the
General Partner until there has been distributed in respect of
each Series A Preference Unit then Outstanding an amount equal to
any Series A Preference Unit Cumulative Deficiency existing on
the last day of such quarter;

     (c)  Third, 99% to all Limited Partners holding Series A Common
Units, in the proportion that the respective number of Series A
Common Units held by them bears to the total number of Series A
Common Units then Outstanding, and 1.0% to the General Partner
until there has been distributed in respect of each Series A
Common Unit then outstanding an amount equal to the Minimum
Quarterly Distribution;

     (d)  Fourth, 99% to all Limited Partners holding Series A
Preference Units and Series A Common Units, in the proportion
that the respective number of such Units held by them bears to
the number of such Units then Outstanding, and 1.0% to the
General Partner until there has been distributed in respect of
each such Unit then Outstanding an amount equal to the excess of
the First Target Distribution over the Minimum Quarterly
Distribution;

     (e)  Fifth, 85.87% to all Limited Partners holding Series A
Preference Units and Series A Common Units, in the proportion
that the respective number of such Units held by them bears to
the number of such Units then Outstanding and 14.13% to the
General Partner until there has been distributed in respect of
each such Unit then Outstanding an amount equal to the excess of
the Second Target Distribution over the First Target
Distribution; and

     (f)  Sixth, 75.77% to all Limited Partners holding Series A
Preference Units and Series A Common Units, in the proportion
that the respective number of such Units held by them bears to
the number of such Units then Outstanding, and 24.23% to the
General Partner until there has been distributed in respect of
each such Unit then Outstanding an amount equal to the excess of
the Third Target Distribution over the Second Target
Distribution; and

     (g)  Seventh, 50.51% to all Limited Partners holding Series A
Preference Units and Series A Common Units, in the proportion
that the respective number of such Units held by them bears to
the number of such Units then Outstanding, and 49.49% to the
General Partner,provided,  however,  that if the Minimum Quarterly
Distribution, the First Target Distribution, the Second Target
Distribution and the  Third Target Distribution have been reduced
to zero pursuant to  Section 5.9(a)(ii), then distributions of
Available Cash that is  deemed to be Cash from Operations with
respect to any quarter will be made in accordance with Section
5.4(g) above.
<PAGE>
     5.5  Distributions With Respect to Calendar Quarters After the
Series A Preference Unit Preference Period.

     (a)  Distributions With Respect to Calendar Quarters After the
Series  A Preference Unit Preference Period and Before the Series
B Preference Unit Preference Date. Available Cash with respect to
any  calendar  quarter included in the period beginning  on  (and
including)  the day immediately following the Series A Preference
Unit  Preference  Period and ending on (and  including)  the  day
immediately  before the Series B Preference Unit Preference  Date
that  is  deemed  to  be  Cash from Operations  pursuant  to  the
provisions of Section 5.3 or 5.7 and, to the extent necessary  to
make  the  payments in subsection (i) below, the  Reserve  Amount
shall be applied as follows:

          (i)  First, 99% to all Limited Partners holding Series A
     Preference Units and Series B Preference Units (allocated between
     each  such  series  and among the Limited  Partners  holding
     Preference Units of each such series as provided below in this
     Section 5.5(a)(i)) and 1.0% to the General Partner until there
     has been distributed in respect of each Series A Preference Unit
     then  Outstanding  an amount equal to the Minimum  Quarterly
     Distribution.  As between the Limited Partners holding Series A
     Preference Units and the Limited Partners holding  Series  B
     Preference Units, any distributions under this Section 5.5(a)(i)
     shall  be allocated (x) first, based on the Preference  Unit
     Sharing Ratios until there has been distributed in respect of
     each Series B Preference Unit then Outstanding an amount up to
     (but not in excess of) the Series B Preference Unit Discretionary
     Distribution Amount and (y) then, 100% to the Series A Preference
     Units.  As among the Limited Partners holding a particular series
     of Preference Units, such distributions shall be allocated in the
     proportion that the respective number of Preference Units in such
     series held by them bears to the total number of Preference Units
     in such series then Outstanding;

        (ii) Second, 99% to all Limited Partners holding Series A
     Preference Units and Series B Preference Units (allocated between
     each such series and among the holders of each such series as
     provided below in this Section 5.5(a)(ii)) and 1.0% to the
     General Partner until there has been distributed in respect of
     each Series A Preference Unit then Outstanding a total amount
     under this Section 5.5(a) equal to the sum of the Minimum
     Quarterly Distribution and any Series A Preference Unit
     Cumulative Deficiency existing on the last day of such calendar
     quarter.  As between the Limited Partners holding Series A
     Preference Units and the Limited Partners holding Series B
     Preference Units, any distributions under this Section 5.5(a)(ii)
     shall be allocated (x) first, based on the Preference Unit
     Sharing Ratios until there has been distributed in respect of
     each Series B Preference Unit then Outstanding a total amount
     under this Section 5.5(a) up to (but not in excess of) the Series
     B Preference Unit Discretionary Distribution Amount on the last
     day of such calendar quarter, and (y) then, 100% to the Series A
     Preference Units.  As among the Limited Partners holding a
     particular series of  Preference Units, such distributions shall
     be allocated in the proportion that the respective number of
     Preference Units in such series held by them bears to the total
     number of Preference Units in such series then Outstanding;
<PAGE>
        (iii)     Third, 99% to all Limited Partners holding Series B
     Preference Units, in the proportion that the respective number of
     Series B Preference Units held by them bears to the total number
     of Series B Preference Units then Outstanding, and 1.0% to the
     General Partner until there has been distributed in respect of
     each Series B Preference Unit then Outstanding a total amount
     pursuant to this Section 5.5(a) equal to the Series B Preference
     Unit Discretionary Distribution Amount for such calendar quarter;

        (iv) Fourth, 99% to all Limited Partners holding Series A Common
     Units, in the proportion that the respective number of Series A
     Common Units held by them bears to the total number of Series A
     Common Units then Outstanding, and 1.0% to the General Partner
     until there has been distributed in respect of each Series A
     Common Unit then Outstanding an amount equal to the Minimum
     Quarterly Distribution;

        (v)  Fifth, 99% to all Limited Partners holding Series A Common
     Units, in the proportion that the respective number of Series A
     Common Units held by them bears to the total number of Series A
     Common Units then Outstanding, and 1.0% to the General Partner
     until there has been distributed in respect of each Series A
     Common Unit then Outstanding an amount equal to the excess of the
     First Target Distribution over the Minimum Quarterly
     Distribution;

        (vi) Sixth, 85.87% to all Limited Partners holding Series A
Common Units, in the proportion that the respective number of
Series A Common Units held by them bears to the total number of
Series A Common Units then Outstanding, and 14.13% to the General
Partner until there has been distributed in respect of each
Series A Common Unit then Outstanding an amount equal to the
excess of the Second Target Distribution over the First Target
Distribution;

        (vii)     Seventh, 75.77% to all Limited Partners holding Series
A Common Units, in the proportion that the respective number of
Series A Common Units held by them bears to the number of Series
A Common Units then Outstanding, and 24.23% to the General
Partner until there has been distributed in respect of each
Series A Common Unit then Outstanding an amount equal to the
excess of the Third Target Distribution over the Second Target
Distribution; and

        (viii)    Eighth, 50.51% to all Limited Partners holding Series A
Common Units, in the proportion that the respective number of
Series A Common Units held by them bears to the total number of
Series A Common Units then Outstanding, and 49.49% to the General
Partner, provided, however, that (x) if   the   Minimum   Quarterly
Distribution,  the First Target Distribution, the  Second  Target
Distribution and the Third Target Distribution have been  reduced
to  zero  pursuant  to  Section 5.9(a)(ii),  then  the  Series  A
Preference Units will receive no further distributions, shall  be
treated  as  if  they had been redeemed and  shall  cease  to  be
Outstanding  for  all purposes; and therefore,  distributions  of
Available  Cash  that is deemed to be Cash from  Operations  with
respect  to any quarter will be made in accordance with  Sections
5.5(a)(iii)-(vii) above and (y) if the Series B  Preference  Unit
Liquidation Value has been reduced to zero  pursuant  to  Section
5.9(a)(ii),  then the Series B Preference Units will  receive  no
further  distributions, shall be treated  as  if  they  had  been
redeemed and shall cease to be Outstanding for all purposes;  and
therefore, distributions of Available Cash that is deemed  to  be
Cash from Operations with respect to any quarter will be made  in
accordance with Sections 5.5(a)(vii) above.
<PAGE>
     (b)  Distributions With Respect to Calendar Quarters After the
Series  A  Preference Unit Preference Period and On or After  the
Series  B  Preference Unit Preference Date.  Available Cash  with
respect  to any calendar quarter included in the period beginning
on  (and including) the Series B Preference Unit Preference  Date
that  is  deemed  to  be  Cash from Operations  pursuant  to  the
provisions of Section 5.3 or 5.7 and, to the extent necessary  to
make  the  payments in subsection (i) below, the  Reserve  Amount
shall be applied as follows:

          (i)  First, 99% to all Limited Partners holding Series A
     Preference Units and Series B Preference Units (allocated between
     each such series and among the holders of each such series as
     provided below in this Section 5.5(b)(i)) and 1.0% to the General
     Partner until there has been distributed in respect of  each
     Series A Preference Unit then Outstanding an amount equal to the
     Minimum Quarterly Distribution.  As between the Limited Partners
     holding  Series A Preference Units and the Limited  Partners
     holding Series B Preference Units, any distributions under this
     Section 5.5(b)(i) shall be allocated (x) first, based on the
     Preference Unit Sharing Ratio until there has been distributed in
     respect of each Series B Preference Unit then outstanding an
     amount up to (but not in excess of) any Series B Preference Unit
     Deficiency existing on the last day of such quarter, and (y)
     then,  100% to the Series A Preference Units.  As among  the
     Limited Partners holding a particular series of Preference Units,
     such distributions shall be allocated in the proportion that the
     respective number of Preference Units in such series held by them
     bears to the total number of Preference Units in such series then
     Outstanding;

        (ii) Second, 99% to all Limited Partners holding Series A
        Preference Units and Series B Preference Units (allocated between
        each such series and among the holders of each such series as
        provided below in this Section 5.5(b)(ii)) and 1.0% to the
        General Partner until there has been distributed in respect of
        each Series A Preference Unit then Outstanding a total amount
        under this Section 5.5(b) equal to the sum of the Minimum
        Quarterly Distribution and any Series A Preference Unit
        Cumulative Deficiency existing on the last day of such quarter.
        As between the Limited Partners holding Series A Preference Units
        and the Limited Partners holding Series B Preference Units, any
        distributions under this Section 5.5(b)(ii) shall be allocated
        (x) first, based on the Preference Unit Sharing Ratio until there
        has been distributed in respect of each Series B Preference Unit
        then outstanding an amount up to (but not in excess of) the
        Series B Preference Unit Deficiency on the last day of such
        calendar quarter, and (y) then, 100% to the Series A Preference
        Units.  As among the Limited Partners holding a particular series
        of Preference Units, such distributions shall be allocated in the
        proportion that the respective number of Preference Units in such
        series held by them bears to the total number of Preference Units
        in such series then Outstanding;

        (iii)     Third, 99% to all Limited Partners holding Series B
        Preference Units, in the proportion that the respective number of
        Series B Preference Units held by them bears to the total number
        of Series B Preference Units then Outstanding, and 1.0% to the
        General Partner until there has been distributed in respect of
        each Series B Preference Unit then Outstanding a total amount
        under this Section 5.5(b) equal to the Series B Preference Unit
        Deficiency for such calendar quarter;
<PAGE>
        (iv) Fourth, 99% to all Limited Partners holding Series A Common
        Units, in the proportion that the respective number of Series A
        Common Units held by them bears to the total number of Series A
        Common Units then Outstanding, and 1.0% to the General Partner
        until there has been distributed in respect of each Series A
        Common Unit then Outstanding an amount equal to the Minimum
        Quarterly Distribution;

        (v)  Fifth, 99% to all Limited Partners holding Series A Common
        Units, in the proportion that the respective number of Series A
        Common Units held by them bears to the total number of Series A
        Common Units then Outstanding, and 1.0% to the General Partner
        until there has been distributed in respect of each Series A
        Common Unit then Outstanding an amount equal to the excess of the
        First Target Distribution over the Minimum Quarterly
        Distribution;

        (vi) Sixth, 85.87% to all Limited Partners holding Series A
        Common Units, in the proportion that the respective number of
        Series A Common Units held by them bears to the total number of
        Series A Common Units then Outstanding, and 14.13% to the General
        Partner until there has been distributed in respect of each
        Series A Common Unit then Outstanding an amount equal to the
        excess of the Second Target Distribution over the First Target
        Distribution;

        (vii)     Seventh, 75.77% to all Limited Partners holding Series
        A Common Units, in the proportion that the respective number of
        Series A Common Units held by them bears to the number of Series
        A Common Units then Outstanding, and 24.23% to the General
        Partner until there has been distributed in respect of each
        Series A Common Unit then Outstanding an amount equal to the
        excess of the Third Target Distribution over the Second Target
        Distribution; and

        (viii)    Eighth, 50.51% to all Limited Partners holding Series A
        Common Units, in the proportion that the respective number of
        Series A Common Units held by them bears to the total number of
        Series A Common Units then Outstanding, and 49.49% to the General
        Partner,provided however, that (x) if the Minimum Quarterly
        Distribution, the First Target Distribution, the Second Target
        Distribution and the  Third Target Distribution have been reduced
        to zero pursuant to  Section  5.9(a)(ii), then the Series A
        Preference Units  will receive no further distributions, shall be
        treated as if they had been redeemed and shall cease to be Outstanding
        for all purposes; and therefore, distributions of Available Cash that
        is deemed  to be Cash from Operations with respect to any quarter will
        be made in accordance with Section 5.5(b)(iii)-(vii) above and (y) if
        the Series B Preference Unit Liquidation Value has been reduced  to
        zero    pursuant  to  Section  5.9(a)(ii),  then  the  Series   B
        Preference Units will receive no further distributions, shall  be
        treated  as  if  they had been redeemed and  shall  cease  to  be
        Outstanding  for  all purposes; and therefore,  distributions  of
        Available  Cash  that is deemed to be Cash from  Operations  with
        respect  to any quarter will be made in accordance with  Sections
        5.5(b)(vii) above.
<PAGE>
     5.6  Conversion of Series A Preference Units.

     (a)   From and after the end of the Series A Preference Unit
Preference Period, the Series A Preference Units shall  cease  to
participate  with  the  Common  Units  in  any  distributions  of
Available Cash constituting Cash from Operations in excess of the
Minimum  Quarterly Distribution and any Series A Preference  Unit
Cumulative Deficiency.

     (b)  On or within 45 days following the Series A Preference Unit
Conversion Date and each of the first and second anniversaries
thereof, the General Partner shall give the holders of Series A
Preference Units a written notice (a "Series A Preference Unit
Conversion Opportunity Notice"), to the effect that, for a 90-day
period commencing upon the mailing of such notice, the holders of
all Series A Preference Units shall have the right, subject to
the satisfaction of the Liquidity Condition, to convert their
Series A Preference Units into a like number of Common Units,
effective as of the date of the Series A Preference Unit
Conversion Opportunity Notice, by delivering to the General
Partner a written notice of their election to convert (the
"Series A Preference Unit Conversion Election Notice"); provided,
however, that any Series A Preference Units as to which a Series
A Preference Unit Conversion Election Notice is not received
during such 90-day period will remain as Series A Preference
Units.  On or before the Series A Preference Unit Conversion
Date, or the first or second anniversary thereof, if applicable,
the General Partner shall file an application to list the Common
Units to be issued upon such conversion on the New York Stock
Exchange ("NYSE") and shall pursue such application in good
faith.

    (c)  If the Liquidity Condition is satisfied following the giving
of any Series A Preference Unit Conversion Opportunity Notice,
the conversion will become effective and the Series A Preference
Unit Preference Period will end as of the date of the Series A
Preference Unit Conversion Opportunity Notice.  If the Liquidity
Condition is not satisfied following the giving of any Series A
Preference Unit Conversion Opportunity Notice and the holders of
less than a majority of the outstanding Series A Preference Units
elect to convert, no Series A Preference Units will be converted
and the Series A Preference Unit Preference Period will end as of
the date of such Series A Preference Unit Conversion Opportunity
Notice.  If the holders of at least a majority of the outstanding
Series A Preference Units elect to convert following the giving
of any Series A Preference Unit Conversion Opportunity Notice,
but the Liquidity Condition is not satisfied, the Series A
Preference Unit Preference Period shall not end.

     (d)  Notwithstanding the foregoing, the Series A Preference Unit
Preference Period and the General Partner's obligation to give
additional Series A Preference Unit Conversion Opportunity
Notices, shall end, if not sooner ended pursuant to Section
5.6(c), as of the date of the third Series A Preference Unit
Conversion Opportunity Notice.
<PAGE>
     5.7  Distributions of Cash from Interim Capital Transactions

   Available Cash that is deemed to be Cash from Interim Capital
Transactions  shall  be  distributed, unless  the  provisions  of
Section  5.3  require  otherwise, 99%  to  all  Limited  Partners
holding Series A Common Units, Series A Preference Units Series B
Preference  Units (allocated between each such series  and  among
the holders of each such series as provided below in this Section
5.7)  and  1.0%  to the General Partner until (a) a  hypothetical
holder of a Series A Preference Unit acquired at the time of  the
Series  A  Preference  Unit Initial Offering  has  received  with
respect  to  each  Series  A Preference  Unit,  from  Partnership
Inception through such date, distributions of Available Cash that
are  deemed  to be Cash from Interim Capital Transactions  in  an
aggregate  amount  per  Series A Preference  Unit  equal  to  the
Initial  Unit Price, and (b) a hypothetical holder of a Series  B
Preference  Unit  has  received with respect  to  each  Series  B
Preference Unit, from the Series B Preference Unit Issuance  Date
through  such  date,  distributions of Available  Cash  that  are
deemed  to  be  Cash  from  Interim Capital  Transactions  in  an
aggregate amount per Series B Preference Unit equal to the Series
B  Preference  Unit Liquidation Value. Thereafter, all  Available
Cash shall be distributed as if it were Cash from Operations  and
shall  be  distributed in accordance with  Section  5.4  or  5.5,
whichever  is  applicable. As among the Limited Partners  holding
Series  A  Common Units, Series A Preference Units and  Series  B
Preference Units, any distributions under this Section 5.7  shall
be allocated based on the Combined Unit Sharing Ratios.  As among
the  Limited Partners holding a particular series of Units,  such
distributions  shall  be  allocated in the  proportion  that  the
respective number of Units in such series held by them  bears  to
the total number of Units in such series then Outstanding.

     5.8  Definitions

  As used herein,

     (a)   "Available Cash" means, with respect to  any  calendar
quarter:

          (i)  the sum of:

               (A)   all cash receipts of the Partnership  during
          such  quarter from all sources (including distributions
          of cash received from the Operating Companies); and
<PAGE>
               (B)   any  reduction  in reserves  (including  the
          Reserve Amount) established in prior quarters;

          (ii) less the sum of.

               (AA)  all  cash disbursements of  the  Partnership
          during  such  quarter (excluding cash  distribution  to
          Unitholders and to the General Partner, but  including,
          for example, disbursements for taxes of the Partnership
          as an entity, debt service and capital expenditures);

               (BB)  the amount of any voluntary addition to  the
          Reserve Amount;

               (CC)  any  reserves established and the amount  of
          any  additions to such reserves in such quarter and  in
          such  amounts as the General Partner determines  to  be
          necessary  or appropriate in its reasonable  discretion
          (x)  to  provide for the proper conduct of the business
          of   the   Partnership   or  the  Operating   Companies
          (including reserves for future capital expenditures) or
          (y) to provide funds for distributions with respect  to
          any of the next four calendar quarters, in addition  to
          the Reserve Amount; and

               (DD)   any  other  reserves  established  in  such
          quarter   in  such  amounts  as  the  General   Partner
          determines in its reasonable discretion to be necessary
          because  the  distribution of  such  amounts  would  be
          prohibited  by applicable law or by any loan agreement,
          security agreement, mortgage, debt instrument or  other
          agreement or obligation to which the Partnership  is  a
          party  or  by  which  it is bound  or  its  assets  are
          subject.

     Taxes  paid  by  the Partnership on behalf  of,  or  amounts
withheld  with  respect  to, any of the  Partners  shall  not  be
considered  cash  disbursements of the Partnership  which  reduce
"Available  Cash,"  but shall be deemed to be a  distribution  of
Available   Cash  to  such  Partners.   Alternatively,   in   the
discretion  of the General Partner, such taxes (if pertaining  to
all  Partners) may be considered to be cash disbursements of  the
Partnership which reduce "Available Cash," but shall  not  deemed
to  be  a  distribution  of  Available  Cash  to  such  Partners.
Notwithstanding  the  foregoing,  "Available   Cash"  shall   not
include any cash receipts or reductions in reserves or take  into
account  any  disbursements  made or reserves  established  after
commencement   of   the  dissolution  and  liquidation   of   the
Partnership.

     Distributions  of  Available Cash will be  characterized  as
either distributions of Cash from Operations or Cash from Interim
Capital  Transactions.  All Available  Cash  distributed  by  the
Partnership on any date from any source will be treated as if  it
were a distribution of Cash from Operations until the sum of  all
distributions  of Available Cash treated as Cash from  Operations
is  equal to the sum of (i) the balance of the Reserve Account at
Partnership Inception and (ii) the aggregate amount of  all  Cash
from  Operations  generated by the Partnership since  Partnership
Inception  through  the  end of the prior calendar  quarter,  any
remaining Available Cash distributed on such date will be treated
as  if  it  were  a  distribution of Cash  from  Interim  Capital
Transactions, except as otherwise set forth herein.
<PAGE>
     (b)  "Cash from Interim Capital Transactions" means at any date
such  amounts  of Available Cash as are deemed to  be  Cash  from
Interim Capital Transactions pursuant to Section 5.3;

(c)  "Cash from Operations" means,  at any date but prior to
commencement of the dissolution and liquidation of the
Partnership, on a cumulative basis:
          (i)  the sum of:

               (A)   the cash balance of the Partnership and  the
          Operating Companies at the Partnership Inception  after
          all  transactions  contemplated on  the  Closing  Date,
          including the Reserve Amount, plus

               (B)   all cash receipts of the Partnership and the
          Operating  Companies  from their operations  (excluding
          any cash proceeds from any Interim Capital Transactions
          or  from  any sale, transfer or disposition  of  assets
          after  commencement of the dissolution and  liquidation
          of   the  Partnership)  during  the  period  from   the
          Partnership Inception through such date;

          (ii) less the sum of:

               (AA)  all  cash  operating  expenditures  of   the
          Partnership  and  the Operating Companies  during  such
          period, including, without limitation, taxes imposed on
          the  Partnership  or  the  Operating  Companies  as  an
          entity,

               (BB)  all  cash  debt  service  payments  of   the
          Partnership  and  the Operating Companies  during  such
          period (other than payments or prepayments of principal
          and  premiums  required by reason  of  loan  agreements
          (including covenants and default provisions therein) or
          by  lenders, in each case in connection with the  sales
          or  other  dispositions of assets or made in connection
          with   refinancings  or  refundings  of   indebtedness,
          provided  that any payment or prepayment of  principal,
          whether  or  not  then due, may be  determined  at  the
          election  and in the discretion of the General Partner,
          to  be  refunded  or  refinanced  by  any  indebtedness
          incurred  or to be incurred by the Partnership  or  the
          Operating  Companies simultaneously with or within  180
          days  prior  to or after such payment or prepayment  to
          the extent of the principal amount of such indebtedness
          so incurred),

               (CC)   all  cash  capital  expenditures   of   the
          Partnership  and  the Operating Companies  during  such
          period  (other  than  (x) any cash capital  expenditure
          made  for  the  purpose  of materially  increasing  the
          capacity  of  the  Operating Companies'  pipelines  and
          facilities  (considered as a whole and assuming  normal
          operating    conditions,   including    downtime    and
          maintenance),  and  not  in connection  with  scheduled
          maintenance  activities,  over  the  capacity  of  such
          pipelines and facilities existing immediately prior  to
          such  capital expenditure and (y) any cash expenditures
          made  in  payment of transaction expenses  relating  to
          Interim Capital Transactions),
<PAGE>
               (DD)  any  reserves outstanding as  of  such  date
          which  are  required, or the General Partner determines
          in   its  reasonable  discretion  to  be  necessary  or
          appropriate to provide for the future cash  payment  of
          items  of the type referred to in clauses (AA)  through
          (CC) of this sentence, and

               (EE)  any reserves (other than the Reserve Amount)
          outstanding  as  of such date that the General  Partner
          determines  to  be  necessary  or  appropriate  in  its
          reasonable    discretion   to   provide    funds    for
          distributions  on  a  consolidated  basis   and   after
          elimination of intercompany items and the Company's non-
          managing interest in the Operating Companies.

     Taxes  paid  by  the Partnership on behalf  of,  or  amounts
withheld  with  respect  to, any of the  Partners  shall  not  be
considered  cash operating expenditures of the Partnership  which
reduce  "Cash  from  Operations," but shall be  deemed  to  be  a
distribution  of Available Cash to such Partners.  Alternatively,
in  the  discretion  of  the  General  Partner,  such  taxes  (if
pertaining  to  all  Partners)  may  be  considered  to  be  cash
disbursements  of  the  Partnership  which  reduce   "Cash   from
Operations,"  but  shall not be deemed to be  a  distribution  of
Available Cash to such Partners.

     (d)  "First Target Distribution" means $0.65 ($0.325 on and after
the  1996  Split  Date) per Unit per calendar quarter  (or,  with
respect  to the period commencing on the Closing Date and  ending
on  March 31, 1993, the product of $0.65 multiplied by a fraction
of  which the numerator is the number of days in such period  and
of  which  the  denominator  is 90),  subject  to  adjustment  in
accordance with Sections 5.9 and 9.6;

     (e)  "Interim Capital Transactions" means (i) borrowings,
refinancings or refundings of indebtedness and sales of debt
securities (other than for working capital purposes and for items
purchased on open account in the ordinary course of business) by
the Partnership or the Operating Companies, (ii) sales of equity
interests by the Partnership or the Operating Companies and (iii)
sales or other voluntary or involuntary dispositions of any
assets of the Partnership or the Operating Companies (other than
(x) sales or other dispositions of inventory in the ordinary
course of business, (y) sales or other dispositions of other
current assets including amounts receivable or (z) sales or other
dispositions of assets as a part of normal retirements or
replacements), in each case prior to the commencement of the
dissolution and liquidation of the Partnership;
(f)  "Minimum Quarterly Distribution" means $0.55 ($0.275 on and
after the 1996 Split Date) per Unit (as adjusted for Partnership
Interest Adjusting Events) per calendar quarter (or, with respect
to the period commencing on the Closing Date and ending on March
31, 1993, the product of $0.55 (as adjusted for Partnership
Interest Adjusting Events) multiplied by a fraction of which the
numerator is the number of days in such period and of which the
denominator is 90), subject to adjustment in accordance with
Sections 5.9 and 9.6;
<PAGE>
     (g)  "Net Income" means, for any taxable period, the excess, if
any, of the Partnership's items of income and gain (other than
those items attributable to dispositions constituting Termination
Capital Transactions) for such taxable period over the
Partnership's items of loss and deduction (other than these items
attributable to dispositions constituting Termination Capital
Transactions) for such taxable period.  The items included in the
calculation of Net Income shall be determined in accordance with
Section 4.6(b) and shall not include any items specially
allocated under Section 5.1(d) or 5.1(e).  Once an item of
income, gain, loss or deduction that has been included in the
initial computation of Net Income is subject to a Required
Allocation or a Discretionary Allocation, the applicable Net
Income or Net Loss shall be recomputed without regard to such
item.  For purposes of Sections 5.1(a) and 5.1(b), in determining
whether Net Income has been allocated to any Unit or any Partner
(as the case may be) for any previous taxable period, any
Unrealized Gain or Unrealized Loss allocated pursuant to Section
4.6(d) shall be treated as item of gain or loss in computing Net
Income;

     (h)  "Net Loss" means, for any taxable period, the excess, if
any, of the Partnership's items of loss and deduction (other than
those items attributable to dispositions constituting Termination
Capital Transactions) for such taxable period over the
Partnership's items of income and gain (other than those items
attributable to dispositions constituting Termination Capital
Transactions) for such taxable period. The items included in the
calculation of Net Loss shall be determined in accordance with
Section 4.6(b) and shall not include any items specifically
allocated under Section 5.1(d) or 5.1(e).  Once an item of
income, gain, loss or deduction that has been included in the
initial computation of Net Loss is subjected to a Required
Allocation or a Discretionary Allocation, the applicable Net
Income or Net Loss shall be recomputed without regard to such
item.  For purposes of Sections 5.1(a) and 5.1(b), in determining
whether Net Losses have been allocated to any Unit or any Partner
(as the case may be) for any previous taxable period any
Unrealized Gain or Unrealized Loss allocated pursuant to Section
4.6(d) shall be treated as an item of gain or loss in computing
Net Losses;

    (i)  "Net Termination Gain" means, for each Partnership year or
shorter period the sum, if positive, of all items of gain or loss
recognized by the Partnership from Termination Capital
Transactions and all items of income, gain, loss and deduction
(as determined in accordance with Section 4.6(b)) recognized by
the Partnership after the time in which the Partnership has
dissolved and can no longer be continued pursuant to Section
14.2;

    (j)  "Net Termination Loss" means, for each Partnership year or
shorter period the sum, if negative, of all items of gain or loss
recognized by the Partnership from Termination Capital
Transactions and all items of income, gain, loss and deduction
(as determined in accordance with Section 4.6(b)) recognized by
the Partnership after the time in which the Partnership has
dissolved and can no longer be continued pursuant to Section
14.2;
<PAGE>
   (k)  "Second Target Distribution" means $0.75 ($0.375 on and
after the 1996 Split Date) per Unit per calendar quarter (or,
with respect to the period commencing on the Closing Date and
ending on March 31, 1993, the product of $0.75 multiplied by a
fraction of which the numerator is equal to the number of days in
such period and of which the denominator is 90), subject to
adjustment in accordance with Sections 5.9 and 9.6;

    (l)  "Series A Preference Unit Cumulative Deficiency" means, with
respect to any Series A Preference Unit, the excess of (a) the
sum resulting from adding together the Series A Preference Unit
Deficiency as to such Series A Preference Unit for each of the
quarters ending prior to such quarter over (b) the sum of any
distributions theretofore made with respect to such Series A
Preference Unit pursuant to paragraph (b) of Section 5.4 and
paragraph (b) of Section 5.5;

    (m)  "Series A Preference Unit Deficiency" means, with respect to
any Series A Preference Unit, as to any calendar quarter, the
excess of (a) the Minimum Quarterly Distribution over (b) the sum
of all Available Cash distributed with respect to such Series A
Preference Unit pursuant to paragraph (a) of Section 5.4 or
paragraphs (a) and (b) of Section 5.5, as applicable;

    (n)  "Termination Capital Transaction" means any sale, transfer
or other disposition of property of the Partnership, the
Operating Companies or the Joint Ventures occurring after the
time in which the Partnership has dissolved and can no longer be
continued pursuant to Section 14.2; and

    (o)  "Third Target Distribution" means $0.85 ($0.425 on and after
the 1996 Split Date) per Unit per calendar quarter (or, with
respect to the period commencing on the Closing Date and ending
on March 31, 1993, the product of $0.85 multiplied by a fraction
of which the numerator is equal to the number of days in such
period and of which the denominator is 90), subject to adjustment
in accordance with Sections 5.9 and 9.6.
<PAGE>
     5.9  Adjustments to Minimum Quarterly Distribution Levels, Target
Levels, Unrecovered Capital, Series B Preference Unit Amounts and
Certain Other Provisions.

     (a)  Adjustments of the Minimum Quarterly Distribution, First
Target  Distribution,  Second Target Distribution,  Third  Target
Distribution, Unrecovered Capital, Series B Preference Unit  Face
Value  and  Series B Preference Unit Liquidation Value  shall  be
made  in  the following circumstances:  (i) the Minimum Quarterly
Distribution,   First   Target   Distribution,   Second    Target
Distribution,  Third  Target Distribution,  Unrecovered  Capital,
Series B Preference Unit Face Value and Series B Preference  Unit
Liquidation Value shall be proportionately adjusted in the  event
of any distribution, combination or subdivision (whether effected
by  a  distribution payable in Units or otherwise)  of  Units  or
other Partnership Securities in accordance with Section 4.11; and
(ii)  in  the event of a distribution of Available Cash  that  is
deemed  to be Cash from Interim Capital Transactions, the Minimum
Quarterly Distribution, First Target Distribution, Second  Target
Distribution   and   Third   Target   Distribution    shall    be
proportionately  adjusted downward to equal the product  obtained
by   multiplying  the  otherwise  applicable  Minimum   Quarterly
Distribution,   First   Target   Distribution,   Second    Target
Distribution and Third Target Distribution, as the same may  have
been previously adjusted by a fraction of which the numerator  is
the  Unrecovered Capital or Series B Preference Unit Face  Value,
as   applicable,   immediately  after  giving  effect   to   such
distribution  and the denominator is the Unrecovered  Capital  or
Series  B  Preference Unit Face Value, as applicable, immediately
prior to giving effect to such distribution.

    (b)  The Minimum Quarterly Distribution, First Target
Distribution, Second Target Distribution, Third Target
Distribution and the amount distributed under may be adjusted
under the circumstances, and in the manner, set forth in Section
9.6.

     5.10 Reserve Amount

  The Partnership shall establish the Reserve Amount, consisting
of  the  aggregate  cash  on  hand in  the  Partnership  and  the
Operating  Companies  at  Partnership Inception,  on  a  combined
basis, increased by net cash proceeds to the Partnership from the
exercise  by  the  Underwriters  of  the  over-allotment   option
described  in  Section 4.3(c) hereof, which shall  be  deemed  to
occur  for  purposes of determination of the  Reserve  Amount  at
Partnership Inception.  The Reserve Amount shall be an  asset  of
the  Partnership, need not be maintained separate or  apart  from
any  other  reserves, accounts or assets of the  Partnership  and
shall be utilized, in the sole discretion of the General Partner,
for any proper Partnership purpose, including but not limited  to
stabilizing distributions to Unitholders, debt reduction, capital
expenditures,  additional funding of the Reserve  Amount  or  the
establishment  or  increase of other appropriate  reserves.   The
General  Partner, in its sole discretion, may elect to retain  in
the  Reserve  Amount  any  balance therein  and  may  voluntarily
increase  or decrease the Reserve Amount, from time to time,  and
need not justify such retention increase or decrease as being for
any  particular Partnership purpose.  The balance in the  Reserve
Amount  shall  be  disregarded in determining  the  need  for  or
amounts of other reserves which the General Partner is authorized
to establish and maintain pursuant to this Agreement.
<PAGE>
     5.11 Special Distributions.

     (a)  On the Optional Closing Date (as defined in the Underwriting
Agreement),   the   General  Partner  shall  surrender   to   the
Partnership  a  number of Common Units equal  to  the  number  of
Series  A Preference Units acquired by the Underwriters in excess
of  393,750 Series A Preference Units in exchange for a per  Unit
distribution equal to the Issue Price per Unit.

      b)  Distributions under this Section 5.11 shall not be
considered to be distributions or expenditures for purposes of
this Article V, including calculations of Available Cash, Cash
from Operations or rights to other distributions.

                           ARTICLE VI
              Management And Operation Of Business

     6.1  Management.

     (a)  The General Partner shall conduct, direct and exercise full
control  over  all  activities of  the  Partnership.   Except  as
otherwise  expressly provided in this Agreement,  all  management
powers over the business and affairs of the Partnership shall  be
exclusively vested in the General Partner, and no Limited Partner
or  Assignee shall have any right of control or management  power
over the business and affairs of the Partnership.  In addition to
the  powers  now  or  hereafter granted a general  partner  of  a
limited partnership under applicable law or which are granted  to
the  General Partner under any other provision of this Agreement,
the  General  Partner, subject to Section 6.3,  shall  have  full
power and authority to do all things and on such terms as it,  in
its  sole  discretion, may deem necessary or appropriate  (i)  to
conduct  the business of the Partnership, to exercise all  powers
set forth in Section 3.2 and to effectuate the purposes set forth
in  Section 3.1, including, without limitation, (A) the making of
any   expenditures,  the  lending  or  borrowing  of  money,  the
assumption   or   guarantee  of,  or   other   contracting   for,
indebtedness and other liabilities, the issuance of evidences  of
indebtedness and the incurring  of any other obligations and  the
securing  of  same by mortgage, deed of trust or  other  lien  or
encumbrance; (B) the making of tax, regulatory and other filings,
or  rendering  of  periodic or other reports to  governmental  or
other agencies having jurisdiction over the business or assets of
the  Partnership;  (C)  the acquisition,  disposition,  mortgage,
pledge, encumbrance, hypothecation or exchange of any or  all  of
the  assets of the Partnership or the merger or other combination
of  the  Partnership  with or into another  Person  (the  matters
described in this clause (C) being subject however, to any  prior
approval that may be required by Section 6.3); (D) the use of the
assets of the Partnership (including, without limitation, cash on
hand) for any purpose consistent with the terms of this Agreement
including,  without limitation, the financing of the  conduct  of
the operations of the Partnership or the Operating Companies, the
lending of funds to other Persons (including, without limitation,
the  Operating Companies) and the repayment of obligations of the
Partnership and the Operating Companies and the making of capital
contributions  to the Operating Companies; (E) the   negotiation,
execution and performance of any contracts, conveyances or  other
instruments  (including,  without  limitation,  instruments  that
limit   the   liability  of  the  Partnership  under  contractual
arrangements to all or particular assets of the Partnership, with
<PAGE>
the  other party to the contract to have no recourse against  the
General  Partner  or its assets other than its  interest  in  the
Partnership, even if same results in the terms of the transaction
being  less favorable to the Partnership than would otherwise  be
the  case);  (F) the distribution of Partnership  cash;  (G)  the
selection  and  dismissal  of employees  and  agents  (including,
without  limitation, employees having titles such as "president,"
"vice   president,"  "secretary"  and  "treasurer")  and  agents,
outside attorneys,  accountants, consultants and contractors  and
the  determination  of  their compensation  and  other  terms  of
employment  or hiring; (H) the maintenance of insurance  for  the
benefit  of  the Partners and the Partnership and  the  Operating
Companies   (including,  without  limitation,  the   assets   and
operations  of the Partnership and the Operating Companies);  (I)
the  formation  of,  or acquisition of an interest  in,  and  the
contribution  of  property  to, any further  limited  or  general
partnerships, joint ventures, corporations or other relationships
(including,  without limitation, the acquisition of interest  in,
and  the  contributions of property to, the  Operating  Companies
from time to time); (J) the control of any matters affecting  the
rights  and  obligations of the Partnership,  including,  without
limitation, the bringing and defending of actions at  law  or  in
equity  and  otherwise engaging in the conduct of litigation  and
the  incurring of legal expense and the settlement of claims  and
litigation;  (K)  the  indemnification  of  any  Person   against
liabilities and contingencies to the extent permitted by law; (L)
the  entering into of listing agreements with the New York  Stock
Exchange  and any other securities exchange and the delisting  of
some  or  all  of the Units from, or requesting that  trading  be
suspended  on,  any such exchange (subject to any prior  approval
that  may  be required under Section 1.6); and (M) the  purchase,
sale or other acquisition or disposition of Units and, subject to
Section  4.4(c),  other  Partnership  securities;  and  (ii)   to
undertake   any  action  in  connection  with  the  Partnership's
participation  in the Operating Companies as the managing  member
(including, without limitation, contributions or loans  of  funds
by the Partnership to the Operating Companies).

     (b)  Notwithstanding any other provision of this Agreement, the
Charter  Documents  of  the Operating  Companies  and  the  Joint
Ventures,  the  Delaware  Act  or any  applicable  law,  rule  or
regulation,  each of the Partners and Assignees  and  each  other
Person  who may acquire an interest in Units hereby (i) approves,
ratifies and confirms the execution, delivery and performance  by
the  parties  thereto of each of the agreements described  in  or
filed  as  an exhibit to the Registration Statement, specifically
including, but not limited to, the Revolving Credit Facility  and
the notes, security agreements and other documents evidencing  or
securing  the same or relating thereto, the Conveyance  Agreement
and  the  deeds,  assignments, bills of sale and other  documents
relating   thereto,   the  applicable  Charter   Documents,   the
Underwriting  Agreement and the Management Agreement  (each  such
capitalized  term  having  the meaning assigned  thereto  in  the
Registration Statement); (ii) agrees that the General Partner  is
authorized   to  execute,  deliver  and  perform  the  agreements
referred  to  in  clause  (i)  of this  sentence  and  the  other
agreements,  acts,  transactions and  matters  described  in  the
Registration Statement on behalf of the Partnership  without  any
further act, approval or vote of the Partners or the Assignees or
the other Persons who may acquire an interest in Units; and (iii)
agrees that none of the execution, delivery or performance by the
General Partner, the Partnership, the Operating Companies or  any
Affiliate thereof of any agreement authorized or permitted  under
this  Agreement (including, without limitation, the  exercise  by
the  General Partner or any Affiliate of the General  Partner  of
the rights accorded pursuant to Article XVII) shall constitute  a
breach  by  the  General  Partner of any duty  that  the  General
Partner  may owe the Partnership or the Limited Partners  or  the
Assignees  or any other Persons under this Agreement  or  of  any
duty stated or implied by law or equity.
<PAGE>
     6.2  Certificate of Limited Partnership

   Prior  to  the Closing Date, the General Partner  caused  the
Certificate of Limited Partnership (in its form at such time)  to
be  filed with the Secretary of State of the State of Delaware as
required by the Delaware Act. The General Partner shall  use  all
reasonable  efforts to cause to be filed such other  certificates
or  documents as may be determined by the General Partner in  its
sole discretion to be reasonable and necessary or appropriate for
the  formation,  continuation, qualification and operation  of  a
limited  partnership  (or  a partnership  in  which  the  limited
partners have limited liability) in the State of Delaware or  any
other state in which the Partnership may elect to do business  or
own  property.   To the extent that such action is determined  by
the  General Partner in its sole discretion to be reasonable  and
necessary   or  appropriate,  the  General  Partner  shall   file
amendments  to  and  restatements of the Certificate  of  Limited
Partnership  and do all things to maintain the Partnership  as  a
limited  partnership  (or  a partnership  in  which  the  limited
partners  have limited liability) under the laws of the State  of
Delaware or of any other state in which the Partnership may elect
to do business or own property.  Subject to the  terms of Section
7.5(a), the General Partner shall not be required before or after
filing,  to deliver or mail a copy of the Certificate of  Limited
Partnership, any qualification document or any amendment  thereto
to any Limited Partner or Assignee.

     6.3  Restrictions on General Partner's Authority.

     (a)  The General Partner may not, without written approval of the
specific  act by all of the Limited Partners or by other  written
instrument executed and delivered by all of the Limited  Partners
subsequent  to  the date of this Agreement, take  any  action  in
contravention  of this Agreement, including, without  limitation,
(i)  any  act  that  would make it impossible  to  carry  on  the
ordinary   business  of  the  Partnership,  except  as  otherwise
provided in this Agreement; (ii) possess Partnership property, or
assign  any  rights in specific Partnership property,  for  other
than  a  Partnership purpose; (iii) admit a Person as a  Partner,
except  as otherwise provided in this Agreement; (iv) amend  this
Agreement  in  any manner, except as otherwise provided  in  this
Agreement  or  applicable law; or (v) transfer  its  interest  as
general  partner of the Partnership, except as otherwise provided
in this Agreement.

     (b)   Except as provided in Article XIV and XVI, the General
Partner  may not sell, exchange or otherwise dispose  of  all  or
substantially  all  of  the  Partnership's  assets  in  a  single
transaction or a series of related transactions (including by way
of  merger,  consolidation or other combination  with  any  other
Person)  or  approve  on  behalf of  the  Partnership  the  sale,
exchange or other disposition of all or substantially all of  the
assets of all of the Operating Companies, taken as a whole, or of
interests in the Operating Companies, without the approval of the
holders of record of at least 66 2/3% of the Outstanding Series A
Preference  Units during the Series A Preference Unit  Preference
Period and thereafter without the approval of the holders  of  at
least  a  majority  of  the Outstanding Voting  Units;  provided,
however,  that  this provision shall not preclude  or  limit  the
General  Partner's  ability to mortgage, pledge,  hypothecate  or
<PAGE>
grant  a  security interest in all or substantially  all  of  the
Partnership's assets or the Operating Companies assets and  shall
not  apply  to any forced sale of any or all of the Partnership's
assets  or  the  Operating  Companies'  assets  pursuant  to  the
foreclosure  of, or other realization upon, any such encumbrance.
Without the approval of the holders of at least a majority of the
Outstanding  Series  A  Preference  Units  during  the  Series  A
Preference  Unit  Preference Period and  thereafter  without  the
approval of the holders of at least a majority of the Outstanding
Voting  Units,  the General Partner shall not, on behalf  of  the
Partnership, consent to any amendment to the Operating Companies'
Agreements  that  would adversely affect  the  Partnership  as  a
member  of  the Operating Companies.  In no event  shall  all  or
substantially all of the Partnership's assets be sold,  exchanged
or  otherwise disposed of in a single transaction or a series  of
related  transactions (including by way of merger,  consolidation
or  other combination with any other Person) without the approval
of the General Partner.

     (c)  Unless approved by the affirmative vote of the holders of at
least 662/3% of the Outstanding Voting Units, including the  vote
of  a  majority  of  the Outstanding Series A  Preference  Units,
(other than Preference Units held by the General Partner and  its
affiliates),  the General Partner shall not take  any  action  or
refuse  to  take any reasonable action the effect  of  which,  if
taken  or  not taken, as the case may be, would be to  cause  the
Partnership  or, to the extent it would materially and  adversely
affect   the  Limited  Partners  holding  Units,  the   Operating
Companies to be taxable as a corporation or otherwise taxed as an
entity for federal income tax purpose; provided that this Section
6.3(c)  shall  not  be construed to apply to amendments  to  this
Agreement  (which  are  governed by Article  XV)  or  mergers  or
consolidations  of  the Partnership with any  Person  (which  are
governed by Article XVI).

(d)  At all times while serving as the general partner of the
Partnership, the General Partner shall not make any dividend or
distribution on, repurchase any shares of its stock, or take any
other action within its control if the effect of such dividend
distribution, repurchase or other action (i) would cause it hold
less than 19% of the Outstanding Units and (ii) would be to
reduce its net worth below an amount necessary to receive an
Opinion of Counsel that the Partnership will be treated as a
partnership for federal income tax purposes.
<PAGE>
     6.4  Reimbursement of the General Partner.

     (a)  Except as provided in this Section 6.4 and elsewhere in this
Agreement, the General Partner shall not be compensated  for  its
services as general partner of the Partnership.

      (b)  The General Partner shall be reimbursed on a monthly basis,
or such other basis as the General Partner may determine in its
sole discretion, for (i) all direct and indirect expenses it
incurs or payments it makes on behalf of the Partnership
(including, without limitation, amounts paid to any Person to
perform services for the Partnership), and (ii) that portion of
the General Partner's or its Affiliates' legal, accounting,
investor communications, utilities, telephone, secretarial,
travel, entertainment, bookkeeping, reporting, data processing,
office rent and other office expenses (including, without
limitation, overhead charges), salaries, fees and other
compensation and benefit expenses of employees, officers and
directors, insurance, other administrative or overhead expenses
and all other expenses,  in each such case, necessary or
appropriate to the conduct of the Partnership's business and
reasonably allocable to the Partnership or otherwise incurred by
the General Partner in connection with operating the
Partnership's business (including, without limitation, expenses
allocated to the General Partner by its Affiliates and payments
made by the General Partner to DeepTech pursuant to the
Management Agreement dated as of July 1, 1992).  Any accruals by
the General Partner of the expected cost of providing all forms
of post-retirement benefits to employees or former employees of
the General Partner and their beneficiaries and qualified
dependents will be borne by the Partnership, to the extent
properly allocable thereto.  The General Partner shall determine
the fees and expenses that are allocable to the Partnership in
any reasonable manner determined by the General Partner in its
sole discretion.  Such reimbursements shall be in addition to any
reimbursement to the General Partner as a result of
indemnification pursuant to Section 6.7.

    (c)  Subject to Section 4.4(c), the General Partner in its sole
discretion and without the approval of the Limited Partners may
propose and adopt, on behalf of the Partnership, employee benefit
plans (including, without limitation, plans involving the
issuance of Units), for the benefit of employees of the General
Partner, the Partnership, the Operating Companies or any
Affiliate of any of them in respect of services performed
directly or indirectly, for the benefit of the Partnership or the
Operating Companies.
<PAGE>
     6.5  Outside Activities.

     (a)  The General Partner agrees that so long as it is the General
Partner  of  the Partnership, it will not engage in  or  acquire,
directly  or indirectly, any business that is in direct  material
competition with the business of the Partnership, subject to  the
following exceptions:

               First,  the  Company may acquire  any  competitive
          business  as part of a larger acquisition, so  long  as
          75%  or  more of the revenues of the business acquired,
          in  the  Company's reasonable judgment, are not derived
          from such competitive business, provided however, if it
          is  commercially  and  operationally  practicable,  the
          Company  will use its reasonable efforts to offer  that
          portion of the competitive business to the Partnership;
          and

               Second,  the Company may engage in or acquire  any
          competitive  business if the same is first  offered  to
          the  Partnership  and  the Partnership  declines  by  a
          majority  vote of the outstanding Units (excluding  for
          this  purpose any Units held by the General Partner  or
          any  of  its  affiliates) to make such  acquisition  or
          engage in such business.

     (b)  Except as otherwise expressly provided in Section 6.5(a),
each Indemnitee is free to engage in any business, including  any
business  that  is  in  competition  with  the  business  of  the
Partnership.    The  General  Partner  and  any   other   Persons
affiliated  with the General Partner may acquire Units  or  other
Partnership Securities, in addition to those acquired by  any  of
such  Persons  on the Closing Date, and (except as the  right  to
vote  such Units or other Partnership Securities may be expressly
limited  in  this  Agreement) shall be entitled to  exercise  all
rights of an Assignee or Limited Partner, as applicable, relating
to such Units or Partnership Securities, as the case may be.

     (c)   Without  limiting  Sections  6.5(a)  and  6.5(b),  but
notwithstanding  any  other provision to  the  contrary  in  this
Agreement, the competitive activities of Indemnitees described in
the  Registration Statement are hereby approved by  all  Partners
and  it  shall  not  be  deemed to be a  breach  of  the  General
Partner's  fiduciary duty for the General Partner  to  permit  an
Indemnitee  to engage in a business opportunity in preference  to
or to the exclusion of the Partnership.
<PAGE>
     6.6   Loans to and from the General Partner; Contracts  with
Affiliates.

     (a)  The General Partner or any Affiliate thereof may lend to the
Partnership  or the Operating Companies, and the Partnership  and
the Operating Partnership may borrow, funds needed or desired  by
the  Partnership and the Operating Companies for such periods  of
time  as  the  General Partner may determine and (b) the  General
Partner  or any Affiliate thereof may borrow from the Partnership
or the Operating Companies, and the Partnership and the Operating
Companies  may  lend  to  the General Partner  or  any  Affiliate
thereof,  excess  funds  of  the Partnership  and  the  Operating
Companies  for  such periods of time and in such amounts  as  the
General Partner may determine; provided, however, that in  either
case  the  lending  party  may  not charge  the  borrowing  party
interest  at a rate greater than the rate that would  be  charged
the  borrowing party (without reference to the General  Partner's
financial  abilities  or  guarantees), by  unrelated  lenders  on
comparable  loans.     The borrowing party  shall  reimburse  the
lending  party for any costs (other than any additional  interest
costs)  incurred by it in connection with the borrowing  of  such
funds.   For  purpose of this Section 6.6(a) and Section  6.6(b),
the  term  "Partnership"  shall  include  any  Affiliate  of  the
Partnership  that is controlled by the Partnership and  the  term
"Operating  Companies"  shall  include  any  Affiliate   of   the
Operating   Companies  that  is  controlled  by   the   Operating
Companies.

      (b)  The Partnership may lend or contribute to the Operating
Companies, and the Operating Companies may borrow, funds on terms
and conditions established in the sole discretion of the General
Partner; provided, however, that the Partnership may not charge
the Operating Companies interest at a rate greater than the rate
that would be charged to the Operating Companies, (without
reference to the General Partner's financial abilities or
guarantees), by unrelated lenders on comparable loans.  The
foregoing authority shall be exercised by the General Partner in
its sole discretion and shall not create any right or benefit in
favor of the Operating Companies or any other Person.

      (c)  The General Partner may itself, or may enter into an
agreement with any of its Affiliates to, render services to the
Partnership.  Any service rendered to the Partnership by the
General Partner or any of its Affiliates shall be on terms that
are fair and reasonable to the Partnership; provided, however,
that the requirements of this Section 6.6(c) shall be deemed
satisfied as to any transaction the terms of which are no less
favorable to the Partnership than those generally being provided
to or available from unrelated third parties.  The provisions of
Section 6.4 shall apply to the rendering of services described in
this Section 6.6(c).

     (d)  The Partnership may transfer assets to joint venture, other
partnerships, corporations or other business entities in which it
is or thereby becomes a participant upon such terms and subject
to such conditions as are consistent with this Agreement and
applicable law.

     (e)  Neither the General Partner nor any of its Affiliates shall
sell, transfer or convey any property to, or purchase any
property from, the Partnership, directly or indirectly, except
pursuant to transactions that are fair and reasonable to the
Partnership; provided, however, that the requirements of this
Section 6.6(e) shall be deemed to be satisfied as to (i) the
transactions effected pursuant to Sections 4.2 and 4.3, the
Conveyance Agreement and any other transactions described in or
contemplated by the Registration Statement and (ii) as to any
transaction the terms of which are no less favorable to the
Partnership than those generally being provided to or available
from unrelated third parties.
<PAGE>
     (f)  The General Partner and its Affiliates shall have no
obligation to permit the Partnership or the Operating Companies
to use any facilities of the General Partner and its Affiliates,
except as may be provided in contracts entered into from time to
time specifically dealing with such use, nor shall there be any
obligation of the General Partner or its Affiliates to enter into
such contracts.

     (g)  Without limitation of Section 6.6(a) through 6.6(f), and
notwithstanding anything to the contrary in this Agreement, the
existence of the conflicts of interest described in the
Registration Statement are hereby  approved by all Partners.

     6.7  Indemnification.

     (a)  To the fullest extent permitted by law but subject to the
limitations  expressly  provided in this Agreement,  the  General
Partner,  any Departing Partner and any person who is or  was  an
officer  or  director  of the General Partner  or  any  Departing
Partner   shall   be  indemnified  and  held  harmless   by   the
Partnership,  and  all other Indemnitees may be  indemnified  and
held  harmless by the Partnership, to the extent deemed advisable
by  the  General  Partner, from and against any and  all  losses,
claims,   damages,  liabilities  (joint  or  several),   expenses
(including,   without  limitation,  legal  fees  and   expenses),
judgments, fines settlements and other amounts arising  from  any
and  all  claims, demands, actions, suits or proceedings, whether
civil,  criminal, administrative or investigative, in  which  any
Indemnitee may be involved, or is threatened to be involved, as a
party  or  otherwise, by reason of its status as (i) the  General
Partner,  Departing Partner or any of their Affiliates,  (ii)  an
officer,  director, employee, partner, agent or  trustee  of  the
General Partner, any Departing Partner or any of their Affiliates
or  (iii)  a Person serving at the request of the Partnership  in
another entity in a similar capacity; provided, that in each case
the  Indemnitee  acted  in good faith, in  a  manner  which  such
Indemnitee  believed  to  be in, or  not  opposed  to,  the  best
interests  of  the Partnership and, with respect to any  criminal
proceeding,  had no reasonable cause to believe its  conduct  was
unlawful; provided further, no indemnification pursuant  to  this
Section  6.7  shall  be  available to the  General  Partner  with
respect  to its obligations incurred pursuant to the Underwriting
Agreement  or  the  Conveyance Agreement (other than  obligations
incurred  by the General Partner on behalf of the Partnership  or
the Operating Companies).  The termination of any action, suit or
proceeding  by judgment, order settlement conviction  or  upon  a
plea  of  nolo contendere, or its equivalent, shall not create  a
presumption  that  the Indemnitee acted in a manner  contrary  to
that  specified  above.   Any indemnification  pursuant  to  this
Section  6.7  shall  be  made only  out  of  the  assets  of  the
Partnership, it being agreed that the General Partner  shall  not
be  personally liable for such indemnification and shall have  no
obligation  to contribute or loan any monies or property  to  the
Partnership to enable it to effectuate such indemnification.

(b)  To the fullest extent permitted by law, expenses (including,
without limitation, reasonable legal fees and expenses) incurred
by an Indemnitee who is indemnified pursuant to Section 6.7(a) in
defending any claim, demand action, suit or proceeding shall from
time to time, be advanced by the Partnership prior to the final
disposition of such claim, demand, action, suit or proceeding
upon receipt by the Partnership of an undertaking by or on behalf
of the Indemnitee to repay such amount if it shall be determined
that the Indemnitee is not entitled to be indemnified as
authorized in this Section 6.7.
<PAGE>
(c)  The indemnification provided by this Section 6.7 shall be in
addition to any other rights to which an Indemnitee may be
entitled under any agreement, pursuant to any vote of the
Partners, as a matter of law or otherwise, both as to actions in
the Indemnities' capacity as (i) the General Partner, a Departing
Partner or an Affiliate thereof, (ii) an officer, director,
employee, partner, agent or trustee of the General Partner, any
Departing Partner or an Affiliate  thereof or (iii) a Person
serving at the request of the Partnership in another entity in a
similar capacity (including, without limitation, any capacity
under the Underwriting Agreement), and shall continue as to an
Indemnitee who has ceased to serve in such capacity and as to
actions in any other capacity and shall inure to the benefit of
the heirs, successors, assigns and administrators of the
Indemnities.
(d)  The Partnership may purchase and maintain (or reimburse the
General Partner or its Affiliates for the cost of) insurance, on
behalf of the General Partner and such other Persons as the
General Partner shall determine, against any liability that may
be asserted against or expense that may be incurred by such
Person in connection with the Partnership's activities, whether
or not the Partnership would have the power to indemnify such
Person against such liabilities under the provisions of this
Agreement.
(e)  For purposes of this Section 6.7, the Partnership shall be
deemed to have requested an Indemnitee to serve as fiduciary of
an employee benefit plan whenever the performance by it of its
duties to the Partnership also imposes duties on, or otherwise
involves services by, it to the plan or participants or
beneficiaries of the plan;  excise taxes assessed on an
Indemnitee with respect to an employee benefit plan pursuant to
applicable law she constitute "fines" within the meaning of
Section 6.7(a); and action taken or omitted by it with respect to
an employee benefit plan in the performance of its duties for a
purpose reasonably believed by it to be in the interest of the
participants and beneficiaries of the plan shall be deemed to be
for a purpose which is in, or not opposed to, the best interests
of the Partnership.
(f)  In no event may an Indemnitee subject the Limited Partners
to personal liability by reason of the indemnification provisions
set forth in this Agreement.
(g)  An Indemnitee shall not be denied indemnification in whole
or in part under this Section 6.7 because the Indemnitee had an
interest in the transaction with respect to which the
indemnification applies if the transaction was otherwise
permitted by the terms of this Agreement.
(h)  The provisions of this Section 6.7 are for the benefit of
the Indemnities, their heirs, successors, assigns and
administrators and shall not be deemed to create any rights for
the benefit of any other Persons.
(i)  No amendment, modification or repeal of this Section 6.7 or
any other provision hereof shall in any manner terminate, reduce
or impair the right of any past, present or future Indemnitee to
be indemnified by the Partnership, nor the obligation of the
Partnership to indemnify any such Indemnitee under and in
accordance with the provisions of this Section 6.7 as in effect
immediately prior to such amendment, modification or repeal with
respect to claims arising from or relating to matters occurring,
in whole or in part, prior to such amendment, modification or
repeal, regardless of when such claims may arise or be asserted.
     6.8  Liability of Indemnitees.
<PAGE>
     (a)  Notwithstanding anything to the contrary set forth in this
Agreement, no Indemnitee shall be liable for monetary  damage  to
the Partnership, the Limited Partners, the Assignees or any other
Persons  who  have  acquired interests in the Units,  for  losses
sustained  or  liabilities incurred as a result  of  any  act  or
omission if such Indemnitee acted in good faith.

(b)  Subject to its obligations and duties as General Partner set
forth in Section 6.1(a), the General Partner may exercise any of
the powers granted to it by this Agreement and perform any of the
duties imposed upon it hereunder either directly or by or through
its agents, and the General Partner shall not be responsible for
any misconduct or negligence on the part of any such agent
appointed by the General Partner in good faith.
(c)  Any amendment, modification or repeal of this Section 6.8 or
any other provision hereof shall be prospective only and shall
not in any way affect the limitations on the liability to the
Partnership and the Limited Partners of the General Partner, its
directors, officers and employees under this Section 6.8 as in
effect immediately prior to such amendment, modification or
repeal with respect to claims arising from or relating to matters
occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise
or be asserted.
     6.9  Resolution of Conflict of Interest.

     (a)  Unless otherwise expressly provided in this Agreement or an
Operating  Companies Agreement, whenever a potential conflict  of
interest  exists or arise between the General Partner or  any  of
its  Affiliates,  on  the  one hand,  and  the  Partnership,  the
Operating  Companies, any Partner or any Assignee, on  the  other
hand,  any  resolution or course of action  in  respect  of  such
conflict  of  interest shall be permitted and deemed approved  by
all   Partners,  and  shall  not  constitute  a  breach  of  this
Agreement, of the Charter Documents of any Operating Company,  of
any  agreement  contemplated herein or therein, or  of  any  duty
stated  or implied by law or equity, if the resolution or  course
of action is or, by operation of this Agreement, is deemed to be,
fair  and  reasonable  to the Partnership.  The  General  Partner
shall  be  authorized, but not required in  connection  with  its
resolution of such conflict of interest to seek Special  Approval
of  a  resolution  of  such conflict or course  of  action.   Any
conflict  of  interest and any resolution  of  such  conflict  of
interest shall be conclusively deemed fair and reasonable to  the
Partnership  if  such conflict of interest or resolution  is  (i)
approved  by  Special Approval, (ii) on whole, on terms  no  less
favorable to the Partnership than those generally being  provided
to or available from unrelated third parties or (iii) fair to the
Partnership,   taking   into  account   the   totality   of   the
relationships  between  the  parties  involved  (including  other
transactions  that may be particularly favorable or  advantageous
to  the  Partnership).   The General Partner  may  also  adopt  a
resolution  or  course  of action that has not  received  Special
Approval.  The General Partner (including the Conflicts and Audit
Committee   in  connection  with  Special  Approval)   shall   be
authorized in connection with its determination of the "fair  and
reasonable" nature of any transaction or arrangement and  in  its
resolution  of  any  conflict of interest  to  consider  (i)  the
relative  interests  of  any party to such  conflict,  agreement,
transaction or situation and the benefits and burdens relating to
such  interest; (ii) any customary or accepted industry practices
and  any  customary  or  historical dealings  with  a  particular
Person;  (iii)  any applicable generally accepted  accounting  or
engineering  practices or principles; and  (iv)  such  additional
factors  as  the  General  Partner or such  Conflicts  and  Audit
Committee  determines  in  its sole discretion  to  be  relevant,
reasonable  or  appropriate  under  the  circumstances.   Nothing
contained in this Agreement, however, is intended to nor shall it
be construed to require the General Partner or such Conflicts and
Audit  Committee  to consider the interests of any  Person  other
than the Partnership.  In the absence of bad faith by the General
Partner,  the  resolution, action or  terms  so  made,  taken  or
provided by the General Partner with respect to such matter shall
not  constitute a breach of this Agreement or any other agreement
contemplated herein or a breach of any standard of care  or  duty
imposed herein or therein or under the Delaware Act or any  other
law, rule or regulation.
<PAGE>
(b)  Whenever this Agreement or any other agreement contemplated
hereby provides that the General Partner or any of its Affiliates
is permitted or required to make a decision (i) in its "sole
discretion" or "discretion" that it deems "necessary or
appropriate" or under a grant of similar authority or latitude,
the General Partner or such Affiliate shall be entitled to
consider only such interests and factors as it desires and shall
have no duty or obligation to give any consideration to any
interest of, or factors affecting, the Partnership, the Operating
Companies, any Limited Partner or any Assignee, (ii) it may make
such decision in its sole discretion (regardless of whether there
is a reference to "sole discretion" or "discretion") unless
another express standard is provided for, or (iii) a "good faith"
or under another express standard, the General Partner or such
Affiliate shall act under such express standard and shall not be
subject to any other or different standards imposed by this
Agreement, the Charter Documents of any Operating Company, any
other agreement contemplated hereby or under the Delaware Act or
any other law, rule or regulation.  In addition, any actions
taken by the General Partner consistent with the standards of
"reasonable discretion" set forth in the definitions of Available
Cash or Cash from Operations shall not constitute a breach of any
duty of the General Partner to the Partnership or the Limited
Partners.  During or after the Series A Preference Unit
Preference Period, the General Partner shall have no duty,
express or implied, to sell or otherwise dispose of any asset of
the Operating Companies or of the Partnership, other than in the
ordinary course of business.  No borrowing by the Partnership or
the Operating Companies or the approval thereof by the General
Partner shall be deemed to constitute a breach of any duty of the
General Partner to the Partnership or the Limited Partners by
reason of the fact that the purpose or effect of such borrowing
is directly or indirectly to reduce or avoid the need to draw
upon the Reserve Amount to make Minimum Quarterly Distributions
on the Series A Preference Units, to make distributions up to the
Series B Preference Unit Deficiency on the Series B Preference
Units, to permit distributions on Series A Common Units or to
result in or increase incentive distributions to the General
Partner.
(c)  Whenever a particular transaction, arrangement or resolution
of a conflict of interest is required under this Agreement to be
"fair and reasonable" to any Person, the fair and reasonable
nature of such transaction, arrangement or resolution shall be
considered in the context of all similar or related transaction.
     6.10 Other Matters Concerning the General Partner.
<PAGE>
     (a)  The General Partner may rely and shall be protected  in
acting   or   refraining   from  acting  upon   any   resolution,
certificate,  statement,  instrument,  opinion,  report,  notice,
request  consent,  order,  bond, debenture,  or  other  paper  or
document believed by it to be genuine and to have been signed  or
presented by the proper party or parties.

(b)  The General Partner may consult with legal counsel,
accountants, appraisers, management consultants, investment
bankers and other consultants and advisers selected by it and any
act taken or omitted in reliance upon the opinion (including,
without limitation, an Opinion of Counsel) of such Persons as to
matters that the General Partner reasonably believes to be within
such Person's professional or expert competence shall be
conclusively presumed to have been done or omitted in good faith
and in accordance with such opinion.
(c)  The General Partner shall have the right, in respect of any
of its powers or obligations hereunder, to act through any of its
duly authorized officers and a duly appointed attorney or
attorneys-in-fact.  Each such attorney shall, to the extent
provided by the General Partner in the power of attorney, have
full power and authority to do and perform each and every act and
duty that is permitted or required to be done by the General
Partner hereunder.
(d)  Any standard of care and duty imposed by this Agreement or
under the Delaware Act or any applicable     law, rule or
regulation shall be modified waived or limited as required to
permit the General Partner to act under this Agreement or any
other agreement contemplated by this Agreement and to make any
decision pursuant to the authority prescribed in this Agreement,
so long as such action is reasonably believed by the General
Partner to be in, or not inconsistent with, the best interests of
the Partnership.
     6.11 Title to Partnership Assets

 .   Title to Partnership Assets, whether real, personal or  mixed
and  whether tangible or intangible, shall be deemed to be  owned
by  the  Partnership  as an entity, and no Partner  or  Assignee,
individually  or collectively, shall have any ownership  interest
in  such Partnership Assets or any portion thereof.  Title to any
or  all of the Partnership Assets may be held in the name of  the
Partnership, the General Partner or one or more nominees, as  the
General  Partner  may  determine.   The  General  Partner  hereby
declares  and  warrants  that any Partnership  assets  for  which
record title is held in the name of the General Partner shall  be
held by the General Partner for the exclusive use and benefit  of
the  Partnership  in  accordance  with  the  provisions  of  this
Agreement; provided, however, that the General Partner shall  use
its  reasonable  efforts to cause record  title  to  such  assets
(other  than those assets in respect of which the General Partner
determines that the expense and difficulty of conveyancing  makes
transfer of record title to the Partnership impracticable) to  be
vested  in  the  Partnership as soon as  reasonably  practicable;
provided, that prior to the withdrawal or removal of the  General
Partner or as soon thereafter as practicable, the General Partner
will  use  reasonable efforts to effect the  transfer  of  record
title  to  the Partnership and, prior to any such transfer,  will
provide  for  the use of such assets in a manner satisfactory  to
the Partnership.  All Partnership Assets shall be recorded as the
property   of   the  Partnership  in  its  books   and   records,
irrespective  of  the  name  in  which  record  title   to   such
Partnership assets are held.
<PAGE>
     6.12 Purchase or Sale of Preference Units

   The General Partner may cause the Partnership to purchase  or
otherwise acquire Series A Preference Units, so long as no Series
A Preference Unit Cumulative Deficiency then exists, and Series B
Preference Units, at any time.  As long as Preference  Units  are
held   by  the  Partnership  or  the  Operating  Companies,  such
Preference  Units  shall not be considered  Outstanding  for  any
purpose,  except  as  otherwise  provided  herein.   The  General
Partner or any Affiliate of the General Partner may also purchase
or  otherwise acquire and sell or otherwise dispose of Preference
Units  for its own account, subject to the provisions of Articles
XI and XII.

     6.13 Reliance by Third Parties

 .   Notwithstanding anything to the contrary in  this  Agreement,
any  Person  dealing with the Partnership shall  be  entitled  to
assume  that the General Partner has full power and authority  to
encumber, sell or otherwise use in any manner any and all  assets
of  the Partnership and to enter into any contracts on behalf  of
the  Partnership, and such Person shall be entitled to deal  with
the General Partner as if it were the Partnership's sole party in
interest,  both  legally and beneficially.  Each Limited  Partner
hereby waives any and all defenses or other remedies that may  be
available against such Person to contest, negate or disaffirm any
action  of  the  General  Partner in  connection  with  any  such
dealing.   In no event shall any Person dealing with the  General
Partner or its representatives be obligated to ascertain that the
terms  of  this Agreement have been complied with or  to  inquire
into  the  necessity or expedience of any act or  action  of  the
General   Partner  or  its  representatives.   Each   and   every
certificate, document or other instrument executed on  behalf  of
the  Partnership  by  the General Partner or its  representatives
shall  be  conclusive evidence in favor of any and  every  Person
relying  thereon or claiming thereunder that (a) at the  time  of
the  execution  and  delivery of such  certificate,  document  or
instrument, this Agreement was in full force and effect, (b)  the
Person  executing  and delivering such certificate,  document  or
instrument was duly authorized and empowered to do so for and  on
behalf  of the Partnership and (c) such certificate, document  or
instrument was duly executed and delivered in accordance with the
terms  and provisions of this Agreement, and is binding upon  the
Partnership

     6.14  Registration  Rights of the General  Partner  and  its
Affiliates.

     (a)   If  (i)  the General Partner or any of its  Affiliates
(including  for purposes of this Section 6.14, Persons  that  are
Affiliates  on  the Second Restatement Date notwithstanding  that
they  may  later  cease to be Affiliates)  hold  Units  or  other
Partnership Securities which it desires to sell and (ii) Rule 144
of  the  Securities Act (or any successor rule or  regulation  to
Rule  144) is not available to enable the General Partner or such
Affiliates to dispose of the number of Units or other Partnership
Securities  it desires to sell at the time it desires  to  do  so
without  registration under the Securities  Act,  then  upon  the
request  of  the  General Partner or any of its  Affiliates,  the
Partnership   shall  file  with  the  Securities   and   Exchange
Commission  as  promptly  as  practicable  after  receiving  such
<PAGE>
request,  and  use  all reasonable efforts  to  cause  to  become
effective  and remain effective for a reasonable period following
its  effective date, a registration statement or statements under
the   Securities  Act registering the offering and  sale  of  the
number of Units or other Partnership Securities specified in  the
request.   All  registrations requested pursuant to this  Section
6.14(a)   are   referred  to  as  "Demand  Registrations."    The
Partnership may postpone for up to six months the filing  or  the
effectiveness of a registration statement pursuant  to  a  Demand
Registration if (i) the General Partner or, (ii) if at the time a
request  for  Demand Registration is submitted to the Partnership
the Person requesting registration is an Affiliate of the General
Partner,  a majority of the independent directors of the  General
Partner,   determines  in  its  good  faith   judgment   that   a
postponement of the requested registration for up to  six  months
would  be  in  the  best  interests of the  Partnership  and  its
Partners  due  to a pending transaction, investigation  or  other
event.    In   connection  with  any  Demand  Registration,   the
Partnership shall promptly prepare and file (x) such documents as
may be necessary to register or qualify the securities subject to
such registration under the securities laws of such states as the
Persons   requesting   registration  shall  reasonably   request;
provided,  however, that no such qualification shall be  required
in  any  jurisdiction where, as a result thereof, the Partnership
would become subject to general service of process or to taxation
or  qualification  to do business as a foreign corporation  doing
business in such jurisdiction, and (y) such documents as  may  be
necessary to apply for listing or to list the securities  subject
to  such registration on such National Securities Exchange as the
Persons requesting registration shall reasonably request  and  do
any  and  all  other  acts  and things  that  may  reasonably  be
necessary  or  advisable to enable such Persons to  consummate  a
public  sale  of such securities in such states.  All  costs  and
expenses of any such Demand Registration and offering (other than
the underwriting discounts and commissions) shall be borne by the
Partnership.

     (b)  If the Partnership shall at any time propose to file  a
registration statement under the Securities Act for  an  offering
of securities of the Partnership for cash (other than an offering
relating  solely  to an employee benefit plan),  the  Partnership
shall use all reasonable efforts to include such number or amount
of  securities  held  by  the General  Partner  and  any  of  its
Affiliates in such registration statement as the General  Partner
or  any  of  such  Affiliates shall request.   All  registrations
requested pursuant to this Section 6.14(b) are referred to herein
as  "Piggyback Registrations."  If the proposed offering shall be
an  underwritten offering, then, in the event that  the  managing
underwriter of such offering advises the Partnership and  General
Partner  or any of such Affiliates in writing that in its opinion
the  inclusion  of all or some of the securities of  the  Persons
requesting  Piggyback Registration would adversely and materially
affect  the success of the offering the Partnership shall include
in  such  offering  only  that  number  or  amount,  if  any,  of
securities  of  the  Persons  requesting  Piggyback  Registration
which,  in the opinion of the managing underwriter, will  not  so
adversely  and  materially affect the offering.   All  costs  and
expenses   of   such  registration  and  offering   (other   than
underwriting discounts and commissions attributable to securities
registered  by the General Partner and its Affiliates)  shall  be
borne by the Partnership.
<PAGE>
     (c)  If underwriters are engaged in connection with any Demand or
Piggyback   Registration,   the   Partnership   shall     provide
indemnification, representations, covenants, opinions  and  other
assurance  to  the underwriters in form and substance  reasonably
satisfactory to such underwriters.  Further, in addition  to  and
not  in  limitation of the Partnership's obligation under Section
6.7,  the  Partnership shall, to the fullest extent permitted  by
law,  indemnify  and hold harmless the General  Partner  or  such
other  holder,  its  officers,  directors  and  each  Person  who
controls  the  General Partner or such other holder  (within  the
meaning   of   the   Securities  Act)  and  any   agent   thereof
(collectively, "Indemnified Persons") against any losses, claims,
demands,   actions,  causes  of  action,  assessments,   damages,
liabilities  (joint  or several), costs and expenses  (including,
without  limitation, interest penalties and reasonable attorneys'
fees  and disbursements), resulting to, imposed upon, or incurred
by  an  Indemnified  Person, directly  or indirectly,  under  the
Securities  Act  or otherwise (hereinafter referred  to  in  this
Section  6.14(c)  as  a "claim" and in the plural  as  "claims"),
based  upon,  arising  out  of,  or  resulting  from  any  untrue
statement  or  alleged  untrue statement  of  any  material  fact
contained   in  any  registration  statement  under   which   any
securities were registered under the Securities Act or any  state
securities  or  Blue Sky laws, in any preliminary prospectus  (if
used prior to the effective date of such registration statement),
or  in  any  summary or final prospectus or in any  amendment  or
supplement thereto (if used during the period the Partnership  is
required to keep the registration statement current), or  arising
out  of,  based  upon or resulting from the omission  or  alleged
omission  to state therein a material fact required to be  stated
therein  or  necessary to make the statements  made  therein  not
misleading; provided, however, that the Partnership shall not  be
liable to the extent that any such claim arises out of, is  based
upon  or  results  from  an untrue statement  or  alleged  untrue
statement   or  omission  or  alleged  omission  made   in   such
registration  statement,  such  preliminary,  summary  or   final
prospectus or such amendment or supplement in reliance  upon  and
in   conformity  with  written  information  furnished   to   the
Partnership   by   or  on  behalf  of  such  Indemnified   Person
specifically for use in the preparation thereof.

(d)  The provisions of Sections 6.14(a) and 6.14(b) shall
continue to be applicable with respect to the General Partner and
any of its Affiliates after the General Partner ceases to be a
Partner of the Partnership, during a period of two years
subsequent to the effective date of such cessation and for so
long thereafter as is required for the General Partner or any of
its Affiliates to sell all of the Units or other Partnership
Securities with respect to which the General Partner or any of
its Affiliates have requested during such two-year period that a
registration statement be filed; provided, however, that the
Partnership shall not be required to file successive registration
statements covering the same securities for which registration
was demanded during such two-year period. The provisions of
Section 6.14(c) shall continue in effect thereafter.
<PAGE>
(e)  Any request to register Partnership Securities pursuant to
this Section 6.14 shall (i) specify the Partnership Securities
intended to be offered and sold by the Person making the request,
(ii) express such Person's present intent to offer such shares
for distribution, (iii) describe the nature or method of the
proposed offer and sale of Partnership Securities, and (iv)
contain the undertaking of such Person to provide all such
information and materials and take all action as may be required
in order to permit the Partnership to comply with all applicable
requirements in connection with the registration of such
Partnership Securities.

                           ARTICLE VII
           Rights And Obligations Of Limited Partners

     7.1  Limitation of Liability

   The  Limited Partners and the Organizational Limited  Partner
and  the  Assignees shall have no liability under this  Agreement
except  as  expressly provided in this Agreement or the  Delaware
Act.

     7.2  Management of Business

   No  Limited  Partner  or  Assignee (other  than  the  General
Partner, any of its Affiliates or any officer, director, employee
partner,  agent or trustee of the General Partner or any  of  its
Affiliates, in its capacity as such, if such Person shall also be
a  Limited  Partner  or Assignee) shall take  part  or  otherwise
participate  in the operation, management or control (within  the
meaning  of  the  Delaware  Act) of the  Partnership's  business,
transact any business in the Partnership's name or have the power
to  sign  documents for or otherwise bind the  Partnership.   The
transaction of any such business by the General Partner,  any  of
its Affiliates or any officer, director, employee, partner, agent
or  trustee  of the General Partner or any of its Affiliates,  in
its  capacity as such, shall not affect, impair or eliminate  the
limitations on the liability of the Limited Partners or Assignees
under this Agreement.
<PAGE>
     7.3  Outside Activities

  Subject to the provisions of Section 6.5, which shall continue
to  be  applicable to the Persons referred to therein, regardless
of  whether  such  Persons  shall also  be  Limited  Partners  or
Assignees,  any Limited Partner or Assignee shall be entitled  to
and may have business interests and engage in business activities
in  addition  to  those  relating to the Partnership,  including,
without  limitation, business interests and activities in  direct
competition  with  the  Partnership or the  Operating  Companies.
Neither  the  Partnership  nor  any  of  the  other  Partners  or
Assignees  shall have any rights by virtue of this  Agreement  in
any business ventures of any Limited Partner or Assignee.

     7.4  Return of Capital

   No  Limited  Partner shall be entitled to the  withdrawal  or
return of his Capital Contribution, except to the extent, if any,
that  distributions  made  pursuant to  this  Agreement  or  upon
termination of the Partnership may be considered as such  by  law
and  then  only  to  the extent provided for in  this  Agreement.
Except  to  the  extent provided by Article  V  or  as  otherwise
expressly  provided  in  this Agreement, no  Limited  Partner  or
Assignee  shall have priority over any other Limited  Partner  or
Assignee either as to the return of Capital Contributions  or  as
to profits, losses or distributions.  Any such return shall be  a
compromise  to which all Partners and Assignees agree within  the
meaning of Section 17-502(b) of the Delaware Act.

     7.5  Rights of Limited Partner Relating to the Partnership.

     (a)  In addition to other rights provided by this Agreement or by
applicable  law,  and except as limited by Section  7.5(b),  each
Limited  Partner  shall have the right, for a purpose  reasonably
related  to such Limited Partner's interest as a limited  partner
in  the  Partnership, upon reasonable demand and at such  Limited
Partner's own expense:

(i)  to obtain true and full information regarding the status of
the business and financial condition of the Partnership;

(ii) promptly after becoming available, to obtain a copy of the
Partnership's federal, state and local tax returns for each year;
(iii)     to have furnished to him, upon notification to the
General Partner, a current list of the name and last known
business, residence or mailing address of each Partner;
(iv) to have furnished to him, upon notification to the General
Partner, a copy of this Agreement and the Certificate of Limited
Partnership and all amendments thereto;
(v)  to obtain true and full information regarding the amount of
cash and description and statement of the Agreed Value of any
other Capital Contribution by each Partner and which each Partner
has agreed to contribute in the future, and the date on which
each became a Partner; and
<PAGE>
(vi) to obtain such other information regarding the affairs of
the Partnership as is just and reasonable.

     (b)  Notwithstanding any other provision of this Agreement, the
General  Partner may keep confidential from the Limited  Partners
and  Assignees  for  such period of time as the  General  Partner
deems  reasonable,  any  information  that  the  General  Partner
reasonably believes to be in the nature of trade secrets or other
information the disclosure of which the General Partner  in  good
faith believes is not in the best interests of the Partnership or
could  damage the Partnership or the Operating Companies or  that
the Partnership or the Operating Companies is required by law  or
by agreements with third parties to keep confidential (other than
agreements  with Affiliates the primary purpose of  which  is  to
circumvent the obligations set forth in this Section 7.5).

                          ARTICLE VIII
              Book, Records, Accounting and Reports

     8.1  Records and Accounting

   The  General Partner shall keep or cause to be  kept  at  the
principal office of the Partnership appropriate books and records
with  respect  to the Partnership's business, including,  without
limitation,  all books and records necessary to  provide  to  the
Limited  Partners any information, lists and copies of  documents
required  to be provided pursuant to Section 7.5(a).   Any  books
and  records maintained by or on behalf of the Partnership in the
regular  course  of its business, including, without  limitation,
the  record of the Record Holders and Assignees of Units or other
Partnership   Securities,  books  of  account  and   records   of
Partnership  proceedings, may be kept on, or be in the  form  of,
computer   disks,  hard  disks,  punch  cards,   magnetic   tape,
photographs,  micrographics  or  any  other  information  storage
device,  provided  that the books and records so  maintained  are
convertible into clearly legible written form within a reasonable
period of time.  The books of the Partnership shall be maintained
for  financial  reporting  purposes,  on  an  accrual  basis   in
accordance with generally accepted accounting principles.

     8.2  Fiscal Year

  The fiscal year of the Partnership shall be the calendar year.

     8.3  Reports.

     (a)  As soon as practicable, but in no event later than 120 days
after  the  close  of each Partnership Year, the General  Partner
shall cause to be mailed to each Record Holder of a Unit as of  a
date  selected by the General Partner in its sole discretion,  an
annual  report containing financial statements of the Partnership
for such Partnership Year, presented in accordance with generally
accepted  accounting principles, including a  balance  sheet  and
statements  of operations, Partners' equity and cash flows,  such
statements  to  be  audited  by  a  firm  of  independent  public
accountants selected by the General Partner.
<PAGE>
(b)  As soon as practicable, but in no event later than 90 days
after the close of each calendar quarter except the last calendar
quarter of each Partnership Year, the General Partner shall cause
to be mailed to each Record Holder of a Unit, as of a date
selected by the General Partner in its sole discretion, a report
containing unaudited financial statements of the Partnership and
such other information as may be required by applicable law,
regulation or rule of any National Securities Exchange on which
the Units are listed for trading or as the General Partner
determines to be necessary or appropriate.

                           ARTICLE IX
                           Tax Matters

     9.1  Preparation of Tax Return

   The  General  Partner shall arrange for the  preparation  and
timely  filing  of  all  returns of  Partnership  income,  gains,
deductions,  losses and other items required of  the  Partnership
for   federal  and  state  income  tax  purposes  and  shall  use
reasonable  efforts to furnish, within 90 days of  the  close  of
each  taxable  year  of  the  Partnership,  the  tax  information
reasonably  required by Unitholders for federal and state  income
tax  reporting  purposes.   The classification,  realization  and
recognition  of  income, gain, losses and  deductions  and  other
items  shall  be on the accrual method of accounting for  federal
income  tax purposes.  The taxable year of the Partnership  shall
be the calendar year.

     9.2  Tax Elections

   Except as otherwise provided herein, the General Partner shall
in  its  sole discretion, determine whether to make any available
election  pursuant  to  the  Code; provided,  however,  that  the
General Partner shall make the election under Section 754 of  the
Code  in accordance with applicable regulations thereunder.   The
General  Partner shall have the right to seek to revoke any  such
election  (including,  without  limitation,  the  election  under
Section 754 of the Code) upon the General Partner's determination
in  its  sole  discretion that such revocation  is  in  the  best
interest of the Limited Partners and Assignees.  For purposes  of
computing  the adjustments under Section 743(b) of the Code,  the
General Partner shall be authorized (but not required), to  adopt
a convention whereby the price paid by a transferee of Units will
be  deemed to be the lowest quoted trading price of the Units  on
any  National Securities Exchange on which such Units are  traded
during  the  calendar month in which such transfer is  deemed  to
occur  pursuant to Section 5.2(g) without regard  to  the  actual
price paid by such transferee.

     9.3  Tax Controversies

   Subject  to  the  provisions hereof, the General  Partner  is
designated   the Tax Matters Partner (as defined in Section  6231
of  the  Code),  and is authorized and required to represent  the
Partnership (at the Partnership's expense) in connection with all
examinations  of  the Partnership's affairs by  tax  authorities,
including,  without  limitation,  resulting  administrative   and
judicial  proceedings,  and  to  expend  Partnership  funds   for
professional  services  and  costs  associated  therewith.   Each
Partner and Assignee agrees to cooperate with the General Partner
and  to  do  or  refrain from doing any or all things  reasonably
required by the General Partner to conduct such proceedings.
<PAGE>
     9.4  Organizational Expenses

   The  Partnership  shall  elect to deduct  expenses,  if  any,
incurred by it in organizing the Partnership ratably over  a  60-
month period as provided in Section 709 of the Code.

     9.5  Withholding

   Notwithstanding  any other provision of this  Agreement,  the
General  Partner  is  authorized  to  take  any  action  that  it
determines  in its sole discretion to be necessary or appropriate
to  cause  the Partnership and the Operating Companies to  comply
with  any withholding requirements established under the Code  or
any  other  federal,  state  or  local  law,  including,  without
limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the
Code.  To the extent that the Partnership is required to withhold
and  pay  over to any taxing authority any amount resulting  from
the  allocation  or  distribution of income  to  any  Partner  or
Assignee  (including, without limitation, by  reason  of  Section
1446  of  the  Code), the amount withheld shall be treated  as  a
distribution of cash for purposes of Section 4.6(a) in the amount
of such withholding from such Partner.

     9.6  Entity-Level Taxation

   If  legislation  is enacted which causes the  Partnership  to
become  treated  as an association taxable as a  corporation  for
federal  income  tax  purposes, then  (a)  with  respect  to  any
calendar  quarter thereafter, the Minimum Quarterly Distribution,
First  Target Distribution, Second Target Distribution and  Third
Target  Distribution, as the case may be, shall be equal  to  the
product of (i) each such distribution amount multiplied by (ii) 1
minus  the  sum of (x) the expected effective federal income  tax
rate  applicable to the Partnership (expressed as a decimal) plus
(y)  the  expected effective overall state and local  income  tax
rate  applicable to the Partnership (expressed as a decimal),  in
each  case,  for  the taxable year in which such  quarter  occurs
(after taking into account the benefit of any deduction allowable
for  federal income tax purposes with respect to the  payment  of
state  and local income taxes) (the "Rate"); and (b) for purposes
of  determining  the distributed amount under  clauses  (ii)  and
(iii)  of  the definition of "Series A Preference Unit Conversion
Date," the amount of an actual distribtion after such legislation
is  effective  shall  be  deemed to be  the  actual  distribution
divided by the Rate.

     9.7  Entity-Level Deficiency Collections

   If  the Partnership is required by applicable law to pay  any
federal, state or local income tax on behalf of, or withhold such
amount  with  respect to, any Partner or Assignee or  any  former
Partner  or  Assignee  (a) the General Partner  shall  cause  the
Partnership to pay such tax on behalf of such Partner or Assignee
or  former Partner or Assignee from the funds of the Partnership;
(b) any amount so paid on behalf of, or withheld with respect to,
any  Partner  or  Assignee shall be treated as a distribution  of
cash  to such Partner or Assignee for purposes of this Agreement,
including Section 4.6(a); and (c) to the extent any such  Partner
or  Assignee (but not a former Partner or Assignee) is  not  then
entitled  to such distribution under this Agreement, the  General
Partner  shall be authorized without the approval of any  Partner
<PAGE>
or  Assignee, to amend this Agreement insofar as is necessary  to
maintain  the uniformity of intrinsic tax characteristics  as  to
all Units and to make subsequent adjustments to distributions  in
a  manner  which,  in  the  reasonable judgment  of  the  General
Partner,  will  make as little alteration as practicable  in  the
priority  and amount of distributions otherwise applicable  under
this Agreement and will not otherwise alter the distributions  to
which  Partners and Assignees are entitled under this  Agreement.
If  the Partnership is permitted (but not required) by applicable
law  to pay any such tax on behalf of any Partner or Assignee  or
former  Partner  or  Assignee,  the  General  Partner  shall   be
authorized  (but  not required) to cause the Partnership  to  pay
such tax from the funds of the Partnership and to take any action
consistent with this Section 9.7.  The General Partner  shall  be
authorized   (but  not  required)  to  take  all   necessary   or
appropriate actions to collect all or any portion of a deficiency
in  the payment of any such tax that relates to prior periods and
that  is  attributable to Persons who were  Limited  Partners  or
Assignee when such deficiencies arose, from such Persons.

     9.8  Opinions of Counsel

   Notwithstanding any other provision of this Agreement, if the
Partnership  is  taxable for federal income  tax  purposes  as  a
corporation or otherwise taxed for federal income tax purposes as
an  entity  at any time and, pursuant to the provisions  of  this
Agreement,  an Opinion of Counsel would otherwise be required  to
the  effect  that  an  action will not cause the  Partnership  to
become  so  taxable as a corporation or other  entity  or  to  be
treated  as  an  as  association taxable as a  corporation,  such
requirement   for   an  Opinion  of  Counsel  shall   be   deemed
automatically waived.

                           ARTICLE X
                       Unit Certificate

     10.1 Unit Certificates

   Upon  the Partnership's issuance of Series A Common Units  or
Series  A  Preference Units to any Person, the Partnership  shall
issue  one  or more Unit Certificates in the name of such  Person
evidencing  the  number  of such Units  being  so  issued.   Unit
Certificates  shall be executed on behalf of the  Partnership  by
the  General Partner.  No Unit Certificate listed on  a  National
Securities Exchange or national securities market shall be  valid
for  any  purpose until it has been countersigned by the Transfer
Agent  or,  with  respect  to  any  non-certificated  Partnership
Securities,  until such issuance has been otherwise validated  by
the Transfer Agent.

     10.2 Registration, Registration of Transfer and Exchange.

     (a)  The General Partner shall cause to be kept on behalf of the
Partnership a register (the "Unit Register") in which, subject to
such  reasonable regulations as it may prescribe and  subject  to
the  provisions  of  Section 10.2(b), the  General  Partner  will
provide  for  the registration and the transfer  of  Units.   The
Transfer  Agent is hereby appointed registrar and transfer  agent
for  the purpose of registering and transferring Units as  herein
provided.   The  Partnership  shall not  recognize  transfers  of
Certificates representing Units unless same are effected  in  the
manner  described  in  this  Section 10.2.   Upon  surrender  for
registration of transfer of any Units evidenced by a  Certificate
and  subject  to the provisions of Section 10.2(b),  the  General
Partner  on  behalf  of  the Partnership will  execute,  and  the
Transfer Agent will countersign and deliver, in the name  of  the
holder  or the designated transferee or transferees, as  required
pursuant   to  the  holder's  instructions,  one  or   more   new
Certificates evidencing the same aggregate number of Units as was
evidenced by the Certificate so surrendered.
<PAGE>
(b)  Except as otherwise provided in Section 11.5, the
Partnership shall not recognize any transfer of Units until the
Certificates (if applicable) evidencing such Units are
surrendered for registration of transfer and such Certificates
are accompanied by a Transfer Application duly executed by the
transferee (or the transferee's attorney-in-fact duly authorized
in writing).  No charge shall be imposed by the Partnership for
such transfer, provided, that, as a condition to the issuance of
any new Certificate under this Section 10.2, the General Partner
may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed with respect
thereto.

     10.3 Mutilated, Destroyed, Lost or Stolen Certificates.

     (a)  If  any mutilated Certificate is surrendered to the Transfer
Agent,  the  General Partner on behalf of the  Partnership  shall
execute,   and  upon  its  request,  the  Transfer  Agent   shall
countersign  and deliver in exchange therefor, a new  Certificate
evidencing  the  same  number  of Units  as  the  Certificate  so
surrendered.

(b)  The General Partner on behalf of the Partnership shall
execute, and upon its request, the Transfer Agent shall
countersign and deliver a new Certificate in place of any
Certificate previously issued if the Record Holder of the
Certificate:

(i)  makes proof by affidavit, in form and substance satisfactory
to the General Partner, that a previously issued Certificate has
been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate before the
Partnership has received notice that the Certificate has been
acquired by a purchaser for value in good faith and without
notice of an adverse claim;

(iii)     if requested by the General Partner, delivers to the
Partnership a bond or such other form of security or indemnity as
may be required by the General Partner, in form and substance
satisfactory to the General Partner, with surety or sureties and
with fixed or open penalty as the General Partner may direct, in
its sole discretion, to indemnify the Partnership, the General
Partner and the Transfer Agent against any claim that may be made
on account of the alleged loss, destruction or theft of the
Certificate; and

(iv) satisfies any other reasonable requirements imposed by the
General Partner.

If  a Limited Partner or Assignee fails to notify the Partnership
within  a  reasonable  time after he  has  notice  of  the  loss,
destruction  or  theft of a Certificate, and a  transfer  of  the
Units  represented  by the Certificate is registered  before  the
Partnership,  the General Partner or the Transfer Agent  receives
such  notification,  the Limited Partner  or  Assignee  shall  be
precluded  from  making any claim against  the  Partnership,  the
General Partner or the Transfer Agent for such transfer or for  a
new Certificate.
<PAGE>
     (c)  As a condition to the issuance of any Certificate under this
Section  10.3, the General Partner may require the payment  of  a
sum sufficient to cover any tax or other governmental charge that
may  be  imposed  in  relation thereto  and  any  other  expenses
(including,  without  limitation, the fees and  expenses  of  the
Transfer Agent) connected therewith.

     10.4 Record Holder

   In accordance with Section 10.2(b), the Partnership shall  be
entitled to recognize the Record Holder as the Limited Partner or
Assignee  with  respect to any Common Units or  Preference  Units
and,  accordingly, shall not be bound to recognize any  equitable
or  other claim to or interest in such Common Units or Preference
Units  on  the  part  of any other Person,  whether  or  not  the
Partnership shall have actual or other notice thereof, except  as
otherwise  provided  by law or any applicable  rule,  regulation,
guideline  or requirement of any National Securities Exchange  on
which  the  Common  Units  or Preference  Units  are  listed  for
trading.  Without limiting the foregoing, when a Person (such  as
a  broker, dealer, bank trust company or clearing corporation  or
an  agent of any of the foregoing) is acting as nominee, agent or
in  some  other  representative capacity for  another  Person  in
acquiring  and/or  holding Common Units or Preference  Units,  as
between the Partnership on the one hand and such other Persons on
the  other  hand  such representative Person  (a)  shall  be  the
Limited  Partner or Assignee (as the case may be) of  record  and
beneficially, (b) must execute and deliver a Transfer Application
and  (c)  shall  be bound by this Agreement and  shall  have  the
rights  and obligations of a Limited Partner or Assignee (as  the
case may be) hereunder and as provided for herein.

                           ARTICLE XI
                      Transfer of Interests

     11.1 Transfer.

     (a)   The term "transfer," when used in this Article XI with
respect to a Partnership Interest, shall be deemed to refer to an
appropriate transaction by which the General Partner assigns  its
Partnership Interest as General Partner to another Person  or  by
which  the  holder of a Unit assigns such Unit to another  Person
who  is  or  becomes an Assignee and includes a sale, assignment,
gift,  pledge, encumbrance, hypothecation, mortgage, exchange  or
any other disposition by law or otherwise.

(b)  No Partnership Interest shall be transferred in whole or in
part, except in accordance with the terms and conditions set
forth in this Article XI.  Any transfer or purported transfer of
a Partnership Interest not made in accordance with this
Article XI shall be null and void.
<PAGE>
     11.2 Transfer of General Partner's Partnership Interest.

     (a)  Except as set forth in this Section 11.2(a), the General
Partner  may  transfer  all,  but  not  less  than  all,  of  its
Partnership  Interest  as  the  general  partner  to   a   single
transferee  if,  but  only if, (i) at least  a  majority  of  the
Outstanding Voting Units (excluding for this purpose  Units  held
by  the  General  Partner  and its Affiliates)  approve  of  such
transfer  and  of  the  admission of such transferee  as  general
partner,  (ii)  the transferee agrees to assume  the  rights  and
duties  of the General Partner and be bound by the provisions  of
this  Agreement and the Operating Company Agreements,  (iii)  the
transferee certifies that it is an Eligible Citizen and (iv)  the
Partnership  receives an Opinion of Counsel  that  such  transfer
would  not result in the loss of limited liability of any Limited
Partner  or  of  the  Partnership as a member  of  the  Operating
Companies or cause the Partnership or the Operating Companies  to
be  taxable as a corporation or otherwise taxed as an entity  for
federal income tax purposes.  The foregoing notwithstanding,  the
General  Partner is expressly permitted to pledge its Partnership
Interest  as  General Partner to secure the  obligations  of  the
Partnership under the Revolving Credit Facility, as the same  may
be  amended, supplemented, replaced, refinanced or restated  from
time to time, or any successor or subsequent loan agreement.

(b)  Neither Section 11.2(a) nor any other provision of this
Agreement shall be construed to prevent (and all Partners do
hereby consent to) (i) the transfer by the General Partner of all
of its Partnership Interest as a general partner to an Affiliate
or (ii) the transfer by the General Partner of all its
Partnership Interest as a general partner upon its merger or
consolidation with or other combination into any other Person or
the transfer by it of all or substantially all of its assets to
another Person if, in the case of a transfer described in either
clause (i) or (ii) of this sentence, the rights and duties of the
General Partner with respect to the Partnership Interest so
transferred are assumed by the transferee and the transferee
agrees to be bound by the provisions of this Agreement and the
Operating Companies Agreement; provided, that in either such
case, such transferee certifies that it is an Eligible Citizen,
and furnishes to the Partnership an Opinion of Counsel that such
merger, consolidation, combination, transfer or assumption will
not result in a loss of limited liability of any Limited Partner
or of the Partnership as a member of the Operating Companies or
cause the Partnership or the Operating Companies to be taxable as
a corporation or otherwise taxed as an entity for federal income
tax purpose.  In the case of a transfer pursuant to this
Section 11.2(b), the transferee or successor (as the case may be)
shall be admitted to the Partnership as the General Partner
immediately prior to the transfer of the Partnership Interest,
and the business of the Partnership shall continue without
dissolution.

     11.3 Transfer of Units.

(a)  Units may be transferred only in the manner described in
Section 10.2.  The transfer of any Units and the admission of any
new Partner shall not constitute an amendment to this Agreement.

(b)  Until admitted as a Substituted Limited Partner pursuant to
Article XII, the Record Holder of a Unit shall be an Assignee in
respect of such Unit. Limited Partners may include custodians,
nominees or any other individual or entity in its own or any
representative capacity.
<PAGE>
(c)  Each distribution in respect of Units shall be paid by the
Partnership, directly or through the Transfer Agent or through
any other Person or agent, only to the Record Holders thereof as
of the Record Date set for the distribution.  Such payment shall
constitute full payment and satisfaction of the Partnership's
liability in respect of such payment, regardless of any claim of
any Person who may have an interest in such payment by reason of
an assignment or otherwise.

(d)  A transferee who has completed and delivered a Transfer
Application shall be deemed to have (i) requested admission as a
Substituted Limited Partner, (ii) agreed to comply with and be
bound by and to have executed this Agreement, (iii) represented
and warranted that such transferee has the capacity and authority
to enter into this Agreement, and that such transferee is an
Eligible Citizen, (iv) made the powers of attorney set forth in
this Agreement and (v) given the consents and made the waivers
contained in this Agreement.

     11.4 Restrictions on Transfers

   Notwithstanding the other provisions of this Article  XI,  no
transfer  of  any  Common  Unit or Preference  Unit  or  interest
therein of any Limited Partner or Assignee shall be made if  such
transfer  would (a) violate the then applicable federal or  state
securities  laws or rules and regulations of the  Securities  and
Exchange Commission, any state securities commission or any other
governmental  authorities with jurisdiction over  such  transfer,
(b)  cause  the  Partnership to be taxable as  a  corporation  or
otherwise  taxed as an entity for federal income tax purposes  or
(c)  affect  the  Partnership's existence or qualification  as  a
limited partnership under the Delaware Act.

     11.5 Citizenship Certificates; Non-citizen Assignees.

     (a)  At any time and from time to time a Limited Partner  or
Assignee  shall,  within  thirty days  after  a  written  request
therefor  by the General Partner, furnish to the General Partner,
an  executed  Citizenship Certification or such other information
concerning his nationality, citizenship or other status  (or,  if
the  Limited  Partner or Assignee is a nominee  holding  for  the
account of another Person, the nationality, citizenship or  other
status of such Person) as the General Partner may request.  If  a
Limited  Partner  or  Assignee fails to furnish  to  the  General
Partner  within the aforementioned 30-day period such Citizenship
Certification or other requested information or if  upon  receipt
of  such Citizenship Certification or other requested information
the  General Partner determines, with the advice of counsel, that
a  Limited  Partner or Assignee is not an Eligible  Citizen,  the
Units  owned by such Limited Partner or Assignee shall be subject
to  redemption in accordance with the provisions of Section 11.6.
In  addition, the General Partner may require that the status  of
any such Limited Partner or Assignee be changed to that of a Non-
citizen  Assignee, and, thereupon, the General Partner  shall  be
substituted for such Non-citizen Assignee as the Limited  Partner
in respect of his Units.

(b)  The General Partner shall in exercising voting rights in
respect of Units held by it on behalf of Non-citizen Assignees,
distribute the votes in the same ratios as the votes of Limited
Partners in respect of Units of the same class other than those
of Non-citizen Assignees are cast either for, against or
abstaining as to the matter.
<PAGE>
(c)  Upon dissolution of the Partnership, a Non-citizen Assignee
shall have no right to receive a distribution in kind pursuant to
Section 14.4 but shall be entitled to the cash equivalent
thereof, and the General Partner shall provide cash in exchange
for an assignment of the Non-citizen Assignee's share of the
distribution in kind.  Such payment and assignment shall be
treated for Partnership purposes as a purchase by the General
Partner from the Non-citizen Assignee of his Partnership Interest
(representing his right to receive his share of such distribution
in kind).

(d)  At any time after he can and does certify that he has become
an Eligible Citizen, a Non-citizen Assignee may, upon application
to the General Partner, request admission as a Substituted
Limited Partner with respect to any Units of such Non-citizen
Assignee not redeemed pursuant to Section 11.6, and, upon the Non-
citizen Assignee's admission pursuant to Section 12.2, the
General Partner shall cease to be deemed to be the Limited
Partner in respect of the Non-citizen Assignee's Units.

     11.6 Redemption of Interests.

(a)   If at any time a Limited Partner or Assignee fails  to
furnish   a   Citizenship  Certification  or  other   information
requested within the 30-day period specified in Section  11.5(a),
or  if  upon receipt of such Citizenship Certification  or  other
information  the General Partner determines, with the  advice  of
counsel,  that a Limited Partner or Assignee is not  an  Eligible
Citizen,  the  Partnership may, unless  the  Limited  Partner  or
Assignee  establishes to the satisfaction of the General  Partner
that  such Limited Partner or Assignee is an Eligible Citizen  or
has transferred his Units to a Person who furnishes a Citizenship
Certification to the General Partner prior to the date fixed  for
redemption as provided below, redeem the Partnership Interest  of
such Limited Partner or Assignee as follows:

     (i)  The General Partner shall not later than the 30th day before
     the date fixed for redemption, give notice of redemption to the
     Limited Partner or Assignee, at his last address designated on
     the  records  of the Partnership or the Transfer  Agent,  by
     registered or certified mail, postage prepaid.  The notice shall
     be deemed to have been given when so mailed.  The notice shall
     specify the Redeemable Units, the date fixed for redemption, the
     place of payment, that payment of the redemption price will be
     made  upon  surrender  of the Certification  evidencing  the
     Redeemable  Units and that on and after the date  fixed  for
     redemption no further allocations or distributions to which the
     Limited  Partner or Assignee would otherwise be entitled  in
     respect of the Redeemable Units will accrue or be made.

    (ii) The aggregate redemption price for Redeemable Units shall be
    an amount equal to the Current Market Price (the date of
    determination of which shall be the date fixed for redemption) of
    Units of the class to be so redeemed multiplied by the number of
    Units of each such class included among the Redeemable Units.
    The redemption price shall be paid in the sole discretion of the
    General Partner, in cash or by delivery of a promissory note of
    the Partnership in the principal amount of the redemption price,
    bearing interest at the rate of 10% annually and payable in three
    equal annual installments of principal together with accrued
    interest commencing one year after the redemption date.
<PAGE>
    (iii)     Upon surrender by or on behalf of the Limited Partner
    or Assignee, at the place specified in the notice of redemption,
    of the Certificate evidencing the Redeemable Units, duly endorsed
    in blank or accompanied by an assignment duly executed in blank,
    the Limited Partner or Assignee or his duly authorized
    representative shall be entitled to receive the payment therefor.

    (iv) After the redemption date, Redeemable Units shall no longer
    constitute issued and Outstanding Units.

(b)  The provisions of this Section 11.6 shall also be applicable
to  Units held by a Limited Partner or Assignee as nominee  of  a
Person determined to be other than an Eligible Citizen.

(c)  Nothing in this Section 11.6 shall prevent the recipient of
a notice of redemption from transferring his Units before the
redemption date if such transfer is otherwise permitted under
this Agreement.  Upon receipt of notice of such a transfer, the
General Partner shall withdraw the notice of redemption;
provided, the transferee of such Units certifies in the Transfer
Application that he is an Eligible Citizen.  If the transferee
fails to make such certification, such redemption shall be
effected from the transferee on the original redemption date.

(d)  If the Partnership is or becomes subject to any federal,
state or local law or regulation which, in the reasonable
determination of the General Partner, provides for the
cancellation or forfeiture of any property in which the
Partnership or the Operating Companies have an interest, based on
the nationality (or other status) of the General Partner, whether
or not in its capacity as such, the Partnership may, unless the
General Partner has furnished a Citizenship Certification or
transferred its Partnership Interest or Units to a Person who
furnishes a Citizenship Certification prior to the date fixed for
redemption, redeem the Partnership Interest or Interests of the
General Partner in the Partnership pursuant to Section 11.6(a),
which redemption shall also constitute redemption of the general
partner interest of the general partner of the Operating
Companies.  If such redemption includes a redemption of the
Combined Interest, the redemption price thereof shall be equal to
the aggregate sum of the Current Market Price (the date of
determination for which shall be the date fixed for redemption)
of each class of Units then Outstanding in each such case
multiplied by the number of Units of such class into which the
Combined Interest would then be convertible under the terms of
Section 13.3(b) if the General Partner were to withdraw or be
removed as the General Partner (the date of determination for
which shall be the date fixed for redemption).  The redemption
price shall be paid in cash or by delivery of a promissory note
of the Partnership in the principal amount of the redemption
price, bearing interest at the rate of 10% annually and payable
in three equal annual installments of principal, together with
accrued interests, commencing one year after the redemption date.

                           ARTICLE XII
                      Admission of Partners

     12.1 Admission of Initial Limited Partners

   Upon  the  issuance by the Partnership  of  Common  Units  or
Preference   Units   to   the  Underwriters   as   described   in
Section 4.3(b) and the execution by each such party of a Transfer
Application, the General Partner shall admit the Underwriters  to
the  Partnership as Initial Limited Partners in  respect  of  the
Units.
<PAGE>
     12.2 Admission of Substituted Limited Partners

   By  transfer  of a Unit in accordance with  Article  XI,  the
transferor shall be deemed to have given the transferee the right
to seek admission as a Substituted Limited Partner subject to the
conditions of, and in the manner permitted under, this Agreement.
A  transferor  of  a Certificate shall, however,  only  have  the
authority to convey to a purchaser or other transferee  who  does
not  execute and deliver a Transfer Application (i) the right  to
negotiate such Certificate to a purchaser or other transferee and
(ii)  the right to transfer the right to request admission  as  a
Substituted Limited Partner to such purchaser or other transferee
in  respect of the transferred Units.  Each transferee of a  Unit
(including,  without limitation, any nominee holder or  an  agent
acquiring  such  Unit  for the account  of  another  Person)  who
executes and delivers a Transfer Application shall, by virtue  of
such execution and delivery, be an Assignee and be deemed to have
applied  to become a Substituted Limited Partner with respect  to
the  Units  so  transferred to such Person.  Such Assignee  shall
become  a  Substituted Limited Partner (i) at such  time  as  the
General  Partner consents thereto, which consent may be given  or
withheld in the General Partner's sole discretion, and (ii)  when
any  such  admission  is shown on the books and  records  of  the
Partnership.   If such consent is withheld such transferee  shall
be  an  Assignee.   An  Assignee shall have an  interest  in  the
Partnership equivalent to that of a Limited Partner with  respect
to  allocations and distributions, including, without limitation,
liquidating distributions, of the Partnership.  With  respect  to
voting  rights attributable to Units that are held by  Assignees,
the  General  Partner shall be deemed to be the  Limited  Partner
with  respect thereto and shall, in exercising the voting  rights
in  respect of such Units on any matter, vote such Units  at  the
written  direction of the Assignee who is the  Record  Holder  of
such Units.  If no such written direction is received, such Units
will  not be voted.  An Assignee shall have no other rights of  a
Limited Partner.

     12.3 Admission of Successor General Partner

   A successor General Partner approved pursuant to Section 13.1
or  13.2  or the transferee of or successor to all of the General
Partner's  Partnership Interest pursuant to Section 11.2  who  is
proposed  to be admitted as a successor General Partner shall  be
admitted  to  the  Partnership as the General Partner,  effective
immediately  prior to the withdrawal or removal  of  the  General
Partner pursuant to Section 13.1 or 13.2 or the transfer  of  the
General Partner's Partnership Interest pursuant to Section  11.2;
provided,  however, that no such successor shall be  admitted  to
the  Partnership until compliance with the terms of Section  11.2
has occurred.  Any such successor shall carry on the business  of
the Partnership without dissolution.  In each case, the admission
shall  be subject to the successor General Partner executing  and
delivering to the Partnership an acceptance of all of  the  terms
and  conditions  of  this Agreement and such other  documents  or
instruments as may be requited to effect the admission.
<PAGE>
     12.4 Admission of Additional Limited Partners.

(a)  A Person (other than the General Partner, an Initial Limited
Partner  or  a Substituted Limited Partner) who makes  a  Capital
Contribution to the Partnership in accordance with this Agreement
shall  be  admitted  to the Partnership as an Additional  Limited
Partner  only upon furnishing to the General Partner (i) evidence
of  acceptance in form satisfactory to the General Partner of all
of the terms and conditions of this Agreement, including, without
limitation, the power of attorney granted in Section 1.4, (ii)  a
certification that he is an Eligible Citizen and (iii) such other
documents or instruments as may be required in the discretion  of
the  General  Partner  to effect such Person's  admission  as  an
Additional Limited Partner.

(b)  Notwithstanding anything to the contrary in this
Section 12.4, no Person shall be admitted as an Additional
Limited Partner without the consent of the General Partner, which
consent may be given or withheld in the General Partner's sole
discretion.  The admission of any Person as an Additional Limited
Partner shall become effective on the date upon which the name of
such Person is recorded on the books and records of the
Partnership, following the consent of the General Partner to such
admission.

     12.5  Amendment  of  Agreement and  Certificate  of  Limited
Partnership

  To effect the admission to the Partnership of any Partner, the
General  Partner  shall take all steps necessary and  appropriate
under  the  Delaware Act to amend the records of the  Partnership
and if necessary, to prepare as soon as practical an amendment of
this  Agreement and if required by law, to prepare  and  file  an
amendment to the Certificate of Limited Partnership and  may  for
this  purpose,  among  others, exercise  the  power  of  attorney
granted pursuant to Section 1.4.

                          ARTICLE XIII
                Withdrawal or Removal of Partners

     13.1 Withdrawal of the General Partner.

(a)  The General Partner shall be deemed to have withdrawn from
the  Partnership upon the occurrence of any one of the  following
events  (each  such  event herein referred to  as  an  "Event  of
Withdrawal"):

          (i)  the General partner voluntarily withdraws from the
     Partnership by giving written notice to the other Partners;

        (ii) the General Partner transfers all of its rights as general
        partner pursuant to Section 11.2;

        (iii)     the General Partner is removed pursuant to
        Section 13.2;
<PAGE>
        (iv) the General Partner (A) makes a general assignment for the
        benefit of creditors; (B) files a voluntary bankruptcy petition;
        (C) files a petition or answer seeking for itself a
        reorganization, arrangement, composition, readjustment
        liquidation, dissolution or similar relief under any law; (D)
        files an answer or other pleading admitting or failing to contest
        the material allegations of a petition filed against the General
        Partner in a proceeding of the type described in clauses (A) -
        (C) of this sentence; or (E) seeks, consents to or acquiesces in
        the appointment of a trustee, receiver or liquidator of the
        General Partner or of all or any substantial part of its
        properties;

        (v)  a final and non-appealable judgment is entered by a court
        with appropriate jurisdiction ruling that the General Partner is
        bankrupt or insolvent or a final and non-appealable order for
        relief is entered by a court with appropriate jurisdiction
        against the General Partner, in each case under any federal or
        state bankruptcy or insolvency laws as now or hereafter in
        effect; or

        (vi) a certificate of dissolution or its equivalent is filed for
        the General Partner, or 90 days expire after the date of notice
        to the General Partner of revocation of its charter without a
        reinstatement of its charter, under the laws of its state of
        incorporation.

If  an Event of Withdrawal specified in this Section 13.1(a)(iv),
(v)  or  (vi) occurs, the withdrawing General Partner shall  give
written notice to the Limited Partners within 30 days after  such
occurrence.   The Partners hereby agree that only the  Events  of
Withdrawal  described in this Section 13.1 shall  result  in  the
withdrawal of the General Partner from the Partnership.
<PAGE>
(b)  Withdrawal of the General Partner from the Partnership upon
the  occurrence of an Event of Withdrawal will not  constitute  a
breach of this Agreement under the following circumstances:   (i)
at  any  time  during the period prior to January  1,  2003,  the
General Partner voluntarily withdraws by giving at least 90 days'
advance  notice  of  its  intention to withdraw  to  the  Limited
Partners;  provided,  that prior to the effective  date  of  such
withdrawal, the withdrawal is approved by at least a majority  of
the  Outstanding Voting Units (excluding for this  purpose  Units
held  by  the General Partner and its Affiliates) and the General
Partner  provides  to  the  Partnership  an  Opinion  of  Counsel
("Withdrawal Opinion of Counsel") that following the election  of
a  successor  General  Partner, the General Partner's  withdrawal
would  not result in the loss of limited liability of any Limited
Partner  or  of  the  Partnership as a member  of  the  Operating
Companies or cause the Partnership or any Operating Company to be
taxable  as  a  corporation or otherwise taxed as an  entity  for
federal income tax purposes; (ii) at any time after December  31,
2002,  the  General Partner voluntarily withdraws  by  giving  at
least  90  days'  advance  notice to the Limited  Partners,  such
withdrawal  to take effect on the date specified in such  notice;
(iii) at any time that the General Partner ceases to be a General
Partner pursuant to Section 13.1(a)(ii) or is removed pursuant to
Section  13.2;  or  (iv)  notwithstanding  clause  (i)  of   this
sentence,  at  any  time  that  the General  Partner  voluntarily
withdraws  by  giving  at least 90 days' advance  notice  of  its
intention to withdraw to the Limited Partners, such withdrawal to
take  effect on the date specified in the notice, if at the  time
such  notice  is given one Person and its Affiliates (other  than
the  General Partner and its Affiliates) own beneficially  or  of
record  or control at least 50% of the Outstanding Voting  Units.
The  withdrawal of the General Partner from the Partnership  upon
the  occurrence  of an Event of Withdrawal shall also  constitute
the  withdrawal  of  the  general partner  as  a  member  of  the
Operating  Companies.  If the General Partner gives a  notice  of
withdrawal pursuant to Section 13.1(a)(i), holders of at least  a
majority of such Outstanding Voting Units (excluding for purposes
of  such determination Units owned by the General Partner and its
Affiliates)  may, prior to the effective date of such withdrawal,
elect  a  successor General Partner.  If, prior to the  effective
date  of  the  General Partner's withdrawal, a successor  is  not
selected  by  the  Limited Partners as  provided  herein  or  the
Partnership does not receive a Withdrawal Opinion of Counsel, the
Partnership  shall be dissolved in accordance with Section  14.1.
If  a  successor  General  Partner is elected  and  a  Withdrawal
Opinion  of Counsel is rendered such successor shall be  admitted
(subject to Section 12.3) immediately prior to the effective time
of  the withdrawal or removal of the Departing Partner and  shall
continue  the  business  of  the Partnership  and  the  Operating
Companies without dissolution.

     13.2 Removal of the General Partner

   The  General Partner may be removed with or without Cause  if
such  removal  is  approved by at least 55%  of  the  Outstanding
Voting  Units.   Any  such action by such  Limited  Partners  for
removal of the General Partner also must provide for the election
of  a  new  General Partner by the holders of a majority  of  the
Outstanding  Voting  Units.   Such  removal  shall  be  effective
immediately  following  the admission of  the  successor  General
Partner  pursuant  to  Article XII.  The right  of  such  Limited
Partners  to  remove the General Partner shall not  exist  or  be
exercised  unless  the  Partnership has received  an  Opinion  of
Counsel opining as to the matters covered by a Withdrawal Opinion
of  Counsel.  Any such successor General Partner shall be subject
to the provisions of Section 12.3.
<PAGE>
     13.3 Interest of Departing Partner and Successor General Partner.

(a)  In the event of (i) withdrawal of the General Partner under
circumstances  where  such  withdrawal  does  not  violate   this
Agreement  or (ii) removal of the General Partner by the  Limited
Partners  under  circumstances where Cause does  not  exist,  the
Departing Partner shall, at its option exercisable prior  to  the
effective  date  of  the  departure of  such  Departing  Partner,
promptly  receive  from  its  successor  in  exchange   for   its
Partnership Interest as General Partner an amount in  cash  equal
to  the  fair market value of the Departing Partner's Partnership
Interest  as  General Partner, such amount to be  determined  and
payable as of the effective date of its departure. If the General
Partner  withdraws  under  circumstances  where  such  withdrawal
violates  this Agreement or if the General Partner is removed  by
the  Limited Partners under circumstances where Cause exists, the
General  Partner's successor shall have the option  described  in
the  immediately  preceding sentence, and the  Departing  Partner
shall  not  have such option.  In either case, if  the  successor
acquires the Departing Partner's Partnership Interest as  General
Partner,  such  successor General Partner, if  requested  by  the
Departing  Partner,  must also acquire at  such  time  each  non-
managing interest of such Departing Partner or its Affiliate as a
member of the Operating Companies, for an amount in cash equal to
the  fair  market  value of such interest determined  as  of  the
effective  date of its departure.  In either case, the  Departing
Partner shall be entitled to receive all reimbursements due  such
Departing  Partner  pursuant to Section 6.4,  including,  without
limitation, any employee-related liabilities (including,  without
limitation,  severance liabilities), incurred in connection  with
the  termination of any employees employed by the General Partner
for  the  benefit of the Partnership or the Operating  Companies.
Subject  to Section 13.3(b), the Departing Partner shall,  as  of
the  effective  date  of its departure, cease  to  share  in  any
allocations  or  distributions with respect  to  its  Partnership
Interest  as  the General Partner and Partnership  income,  gain,
loss  deduction and credit will be prorated and allocated as  set
forth in Section 5.2(g).

     For  purposes of this Section 13.3(a), the fair market value
of  the  Departing  Partner's  Partnership  Interest  as  General
Partner  and each non-managing interest of such Departing Partner
or  its  Affiliate,  as  the case may be,  as  a  member  of  the
Operating Companies (collectively, the "Combined Interest") shall
be  determined by agreement between the Departing Partner and its
successor  or,  failing  agreement  within  30  days  after   the
effective  date  of  such Departing Partner's  departure,  by  an
independent  investment banking firm or other independent  expert
selected  by the Departing Partner and its successor,  which,  in
turn,  may rely on other experts and the determination  of  which
shall  be  conclusive as to such matter.  If such parties  cannot
agree  upon  one  independent investment banking  firm  or  other
independent  expert within 45 days after the  effective  date  of
such  departure,  then the Departing Partner shall  designate  an
independent investment banking firm or other independent  expert,
the  Departing Partner's successor shall designate an independent
investment  banking firm or other independent  expert,  and  such
firms  or  experts  shall  mutually select  a  third  independent
investment  banking  firm  or  independent  expert,  which  shall
determine  the  fair market value of the Combined  Interest.   In
making  its  determination, such independent  investment  banking
firm  or other independent expert shall consider the then current
trading  price  of Units on any National Securities  Exchange  on
which  Units  are  then  listed the value  of  the  Partnership's
assets,  the  rights and obligations of the General  Partner  and
other factors it may deem relevant.
<PAGE>
(b)  If the Departing Partner's Partnership Interest as General
Partner   is   not   acquired  in  the  manner   set   forth   in
Section 13.3(a), the Departing Partner and its Affiliate, to  the
extent  applicable,  shall  become a Limited  Partner  and  their
Partnership  Interest as General Partner and, at their  election,
their non-managing interest in the Operating Companies, shall  be
converted  into  Units  pursuant  to  a  valuation  made  by   an
investment  banking  firm  or other independent  expert  selected
pursuant   to   Section  13.3(a),  without  reduction   in   such
Partnership  Interest (but subject to proportionate  dilution  by
reason of the admission of its successor).  For purposes of  this
Agreement,   conversion  of  the  General  Partner's  Partnership
Interest to Units will be characterized as if the General Partner
contributed  its  Partnership  Interest  to  the  Partnership  in
exchange  for  the  newly issued Units.   Any  successor  General
Partner shall indemnify the Departing Partner as to all debts and
liabilities  of the Partnership arising on or after the  date  on
which the Departing Partner becomes a Limited Partner.

(c)  If the option described in Section 13.3(a) is not exercised
by the party entitled to do so, the successor General Partner
shall at the effective date of its admission to the Partnership,
contribute to the capital of the Partnership cash in an amount
such that its Capital Account, after giving effect to such
contribution and any adjustments made to the Capital Accounts of
all Partners pursuant to Section 4.6(d)(i), shall be equal to one
percent (1%) of the Capital Accounts of all Partners.  In such
event, each successor General Partner shall, subject to the
following sentence, be entitled to such percentage interest of
all Partnership allocations and distributions and any other
allocations and distributions to which the Departing Partner was
entitled.  In addition, such successor General Partner shall
cause this Agreement to be amended to reflect that, from and
after the date of such successor General Partner's admission, the
successor General Partner's interest in all Partnership
distributions and allocations shall be 1%, and that of the
Unitholders shall be 99%.

     13.4 Withdrawal of Limited Partners

   No Limited Partner shall have any right to withdraw from  the
Partnership;  provided,  however, that when  a  transferee  of  a
Limited   Partner's   Units  becomes  a   Record   Holder,   such
transferring Limited Partner shall cease to be a Limited  Partner
with respect to the Units so transferred.

                           ARTICLE XIV
                   Dissolution and Liquidation

     14.1 Dissolution

   The  Partnership shall not be dissolved by the  admission  of
Substituted Limited Partners or Additional Limited Partners or by
the  admission of a successor General Partner in accordance  with
the  terms of this Agreement.  Upon the removal or withdrawal  of
the General Partner, any successor General Partner shall continue
the business of the Partnership.  The Partnership shall dissolve,
and its affairs should be wound up, upon:
<PAGE>
(a)  the expiration of its term as provide in Section 1.5;

(b)  an Event of Withdrawal of the General Partner as provided in
Section 13.1(a) (subject to Section 14.2) (other than Section
13.1(a)(ii)), unless a successor is elected and an Opinion of
Counsel is received as provided in Section 13.1(b) or Section
13.2, as the case may be, and such successor is admitted to the
Partnership pursuant to Section 12.3;

(c)  an election to dissolve the Partnership by the General
Partner that is approved by the holders of at least 662/3% of the
Outstanding Voting Units (and all Limited Partners hereby
expressly consent that such approval may be effected upon written
consent of the holders of at least 662/3% of the Outstanding
Voting Units);

(d)  entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Delaware Act; or

(e)  the sale of all or substantially all of the assets and
properties of the Partnership or all of the Operating Companies,
taken as a whole.

     14.2  Continuation of the Business of the Partnership  after
Dissolution

   Upon (i) dissolution of the Partnership following an Event of
Withdrawal  caused by the withdrawal or removal  of  the  General
Partner  and  a  failure of the requisite number of  Partners  to
appoint  a successor General Partner as provided in Section  13.1
or 13.2, as the case may be, then within an additional 90 days or
(ii) dissolution of the Partnership upon an event constituting an
Event of Withdrawal described in Section 13.1(a)(iv), then within
180  days  thereafter, at least 662/3% of the Outstanding  Voting
Units may elect to reconstitute the Partnership and continue  its
business  on  the  same terms and conditions set  forth  in  this
Agreement by forming a new limited partnership on terms identical
to  those  set  forth in this Agreement and having as  a  general
partner  a  Person approved by the holders of at least 662/3%  of
the  Outstanding  Voting Units.  Upon any such  election  by  the
holders  of at least 662/3% of the Outstanding Voting Units,  all
Partners  shall  be  bound thereby and shall be  deemed  to  have
approved thereof.

Unless such an election is made within the applicable time period
as set forth above, the Partnership shall conduct only activities
necessary  to  wind up its affairs.  If such an  election  is  so
made, then:

(a)  the reconstituted Partnership shall continue until the end
of  the term set forth in Section 1.5 unless earlier dissolved in
accordance with this Article XIV;

(b)  if the successor General Partner is not the former General
Partner, then the interest of the former General Partner shall be
treated thenceforth as the interest of a Limited Partner and
converted into Units in the manner provided in Section 13.3(b);
and
<PAGE>
(c)  all necessary steps shall be taken to cancel this Agreement
and the Certificate of Limited Partnership and to enter into and
as necessary, to file a new partnership agreement and certificate
of limited partnership, and the successor general partner may for
this purpose exercise the powers of attorney granted the General
Partner pursuant to Section 1.4; provided that the right of at
least 662/3% of Outstanding Voting Units to approve a successor
general partner and to reconstitute and to continue the business
of the Partnership shall not exist and may not be exercised
unless the Partnership has received an Opinion of Counsel that
(x) the exercise of the right would not result in the loss of
limited liability of any Limited Partner and (y) neither the
Partnership, the reconstituted limited partnership nor the
Operating Companies would become taxable as a corporation or
otherwise be taxed as an entity for federal income tax purposes
upon the exercise of such right to continue.

     14.3 Liquidation

  Upon dissolution of the Partnership, unless the Partnership is
continued  under  an election to reconstitute  and  continue  the
Partnership pursuant to Section 14.2, the General Partner, or  in
the  event  the  General Partner has been dissolved  or  removed,
become  bankrupt as set forth in Section 13.1 or  withdrawn  from
the  Partnership, a liquidator or liquidating committee  approved
by  at least a majority of the Outstanding Voting Units, shall be
the  Liquidator.   The  Liquidator (if  other  than  the  General
Partner) shall be entitled to receive such compensation  for  its
services  as  may  be  approved by at least  a  majority  of  the
Outstanding  Voting  Units. The Liquidator  shall  agree  not  to
resign at any time without 15 days' prior written notice and  (if
other than the General Partner) may be removed at any time,  with
or  without  Cause by notice of removal approved by  at  least  a
majority  of  the  Outstanding Voting  Units.  Upon  dissolution,
removal  or  resignation  of  the  Liquidator,  a  successor  and
substitute Liquidator (who shall have and succeed to all  rights,
powers  and  duties of the original Liquidator) shall  within  30
days  thereafter  be  approved by at  least  a  majority  of  the
Outstanding  Voting Units.  The right to approve a  successor  or
substitute  Liquidator  in the manner provided  herein  shall  be
deemed  to  refer  also  to  any  such  successor  or  substitute
Liquidator  approved  in the manner herein provided.   Except  as
expressly  provided in this Article XIV, the Liquidator  approved
in  the  manner  provided  herein shall have  and  may  exercise,
without  further authorization or consent of any of  the  parties
hereto,  all  of  the powers conferred upon the  General  Partner
under  the  terms of this Agreement (but subject to  all  of  the
applicable  limitations,  contractual  and  otherwise,  upon  the
exercise  of such powers, other than the limitation on  sale  set
forth in Section 6.3(b)) to the extent necessary or desirable  in
the good faith judgment of the Liquidator to carry out the duties
and  functions  of thc Liquidator hereunder for and  during  such
period of time as shall be reasonably required in the good  faith
judgment  of  the  Liquidator  to complete  the  winding  up  and
liquidation  of  the  Partnership as provided  for  herein.   The
Liquidator  shall  liquidate the assets of the  Partnership,  and
apply  and  distribute the proceeds of such  liquidation  in  the
following  order  of  priority,  unless  otherwise  required   by
mandatory provisions of applicable law:
<PAGE>
(a)   First,  the  payment to creditors of the  Partnership,
including, without limitation, Partners who are creditors, in the
order  of priority provided by law; and the creation of a reserve
of  cash  or  other  assets  of  the Partnership  for  contingent
liabilities in an amount if any, determined by the Liquidator  to
be appropriate for such purposes; and

(b)  Second, to all Partners in accordance with the positive
balances in their respective Capital Accounts after taking into
account adjustments to such Capital Accounts pursuant to Section
5.1(c); and

(c)  Third, to all Partners in accordance with their respective
partnership interests.

    14.4 Distributions in Kind.

(a)   Notwithstanding the provisions of Section 14.3,  which
require  the  liquidation of the assets of the  Partnership,  but
subject to the order of priorities set forth therein, if prior to
or  upon dissolution of the Partnership the Liquidator determines
that an immediate sale of part or all of the Partnership's assets
would  be  impractical or would cause undue loss to the Partners,
the  Liquidator  may,  in its absolute discretion,  defer  for  a
reasonable  time  the  liquidation of  any  assets  except  those
necessary  to satisfy liabilities of the Partnership  (including,
without limitation, those to Partners as creditors) or distribute
to  the  Partners, in lieu of cash, as tenants in common  add  in
accordance  with  the  provisions  of  Section  14.3,   undivided
interests in such Partnership assets as the Liquidator deems  not
suitable  for liquidation.  Any such distributions in kind  shall
be  made  only if, in the good faith judgment of the  Liquidator,
such  distributions  in  kind are in the  best  interest  of  the
Limited Partners and shall be subject to such conditions relating
to  the  disposition  and management of such  properties  as  the
Liquidator  deems reasonable and equitable and to  any  agreement
governing  the  operation of such properties at such  time.   The
Liquidator shall determine the fair market value of any  property
distributed in kind using such reasonable method of valuation  as
it may adopt.

(b)  In accordance with Section 704(c)(1)(B) of the Code, in the
case  of  any  deemed distribution occurring as  a  result  of  a
termination  of the Partnership pursuant to Section  708(b)(1)(B)
of  the Code, to the maximum extent possible consistent with  the
priorities of Section 14.3, the General Partner shall  have  sole
discretion to treat the deemed distribution of Partnership assets
to  Partners as occurring in a manner that will not cause a shift
of  the  Book-Tax  Disparity attributable to a Partnership  asset
existing immediately prior to the deemed distribution to  another
asset upon the deemed contribution of assets to the reconstituted
Partnership,   including,   without   limitation,   deeming   the
distribution of any Partnership assets to be made either  to  the
Partner who contributed such assets or to the transferee of  such
Partner.

     14.5 Cancellation of Certificate of Limited Partnership

   Upon  the completion of the distribution of Partnership  cash
and   property  as  provided  in  Sections  14.3  and  14.4,  the
Partnership  shall be terminated and the Certificate  of  Limited
Partnership  and  all  qualifications of  the  Partnership  as  a
foreign limited partnership in jurisdictions other than the State
of  Delaware shall be canceled and such other actions as  may  be
necessary to terminate the Partnership shall be taken.
<PAGE>
     14.6 Reasonable Time for Winding Up

   A reasonable time shall be allowed for the orderly winding up
of business and affairs of the Partnership and the liquidation of
its  assets  pursuant to Section 14.3 in order  to  minimize  any
losses  otherwise  attendant  upon  such  winding  up,  and   the
provisions  of this Agreement shall remain in effect between  the
Partners  during  the period of liquidation, and  shall  have  no
obligation  to contribute or loan any monies or property  to  the
Partnership to enable the Partnership to effectuate.

     14.7 Return of Capital

   The  General Partner shall not be personally liable  for  the
return  of the Capital Contributions of the Limited Partners,  or
any  portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets.

     14.8 Capital Account Restoration

   No  Partner shall have any obligation to restore any negative
balance   in  its  Capital  Account  upon  liquidation   of   the
Partnership.

     14.9 Waiver of Partition

   Each  Partner  hereby waives any right to  partition  of  the
Partnership property.

                           ARTICLE XV
    Amendment of Partnership Agreement; Meetings; Record Date

     15.1 Amendments to be Adopted Solely by General Partner

  Each Limited Partner agrees that the General Partner (pursuant
to   its  powers  of  attorney  from  the  Limited  Partners  and
Assignees),  without  the  approval of  any  Limited  Partner  or
Assignee, may amend any provision of this Agreement, and execute,
swear   to,  acknowledge,  deliver,  file  and  record   whatever
documents may be required in connection therewith, to reflect:

(a)  a change in the name of the Partnership, the location of the
principal  place of business of the Partnership,  the  registered
agent  of  the  Partnership  or  the  registered  office  of  the
Partnership;

(b)  admission, substitution, withdrawal or removal of Partners
in accordance with this Agreement;

(c)  a change that, in the sole discretion of the General
Partner, is reasonable and necessary or appropriate to qualify or
continue qualification of the Partnership as a limited
partnership or a partnership in which the limited partners have
limited liability under the laws of any state or that is
necessary or advisable in the opinion of the General Partner to
ensure that the Partnership will not be taxable as a corporation
or otherwise taxed as an entity for federal income tax purposes;
<PAGE>
(d)  a change (i) that, in the sole discretion of the General
Partner, does not adversely affect the Limited Partnership in any
material respect, (ii) that is necessary or appropriate to
satisfy any requirements, conditions, guidelines or
interpretations contained in any opinion, interpretative release,
directive, order, ruling or regulation of any federal or state
agency or judicial authority or contained in any federal or state
agency or judicial authority or contained in any federal or state
statute (including, without limitation, the Delaware Act) or that
is necessary or appropriate to facilitate the trading of the
Units (including, without limitation, the division of Outstanding
Units into different classes to facilitate uniformity of tax
consequences within such classes of Units) or comply with any
rule, regulation, interpretative release, guideline or
requirement of any National Securities Exchange on which the
Units are or will be listed for trading, compliance with any of
which the General Partner determines in its sole discretion to be
in the best interests of the Partnership and the Limited Partners
or (iii) that is required to effect the intent of the provisions
of this Agreement or is otherwise contemplated by this Agreement;

(e)  an amendment that is necessary, in the Opinion of Counsel,
to prevent the Partnership or the General Partner or its
directors or officers from in any manner being subjected to the
provisions of the Investment Company Act of 1940, as amended the
Investment Advisers Act of 1940, as amended, or "plan asset"
regulations adopted under the Employee Retirement Income Security
Act of 1974, as amended, whether or not substantially similar to
plan asset regulations currently applied or proposed by the
United States Department of Labor;

(f)  subject to the terms of Section 4.4, an amendment that the
General Partner determines in its sole discretion to be necessary
or appropriate in connection with the authorization for issuance
of any class or series of Units pursuant to Section 4.4;

(g)  an amendment made after the Series A Preference Unit
Preference Period, the effect of which is to separate into a
separate security (which may be evidenced by a certificate(s) if
determined by the General Partner to be appropriate), separate
and apart from the Series A Preference Units, the right of the
holders of Series A Preference Units then Outstanding to receive
any Series A Preference Unit Cumulative Deficiency;

(h)  any amendment expressly permitted in this Agreement to be
made by the General Partner acting alone;

(i)  an amendment effected, necessitated or contemplated by a
Merger Agreement approved in accordance with Section 16.3; or

(j)  any other amendments substantially similar to the foregoing.

     15.2 Amendment Procedures

   Except  as provided in Sections 15.1 and 15.3, all amendments
to  this Agreement shall be made in accordance with the following
requirements.   Amendments  to this  Agreement  may  be  proposed
solely  by the General Partner.  Each such proposal shall contain
the text of the proposed amendment.  If an amendment is proposed,
the  General  Partner  shall seek the  written  approval  of  the
holders  of the requisite percentage of Outstanding Voting  Units
or  call a meeting of such Limited Partners to consider and  vote
on  such  proposed  amendment.   A proposed  amendment  shall  be
effective upon its approval by the holders of at least 662/3%  of
the  Outstanding  Voting  Units, unless a  greater  or  different
percentage  is  required under this Agreement, and  an  amendment
that  would  materially  and  adversely  affect  the  rights  and
preferences of any type, series or class of partnership interests
in  relation  to other types or classes of partnership  interests
requires  the approval of the holders of at least a  majority  of
the   Outstanding  Units  of  such  type,  series  or  class   of
partnership interest (excluding those held by the General Partner
and its Affiliates).  The General Partner shall notify all Record
Holders upon final adoption of any proposed amendment.
<PAGE>
   15.3 Amendment Requirement.

  (a) Notwithstanding the provisions of Sections 15.1 and 15.2, no
provision  of  this Agreement that establishes  a  percentage  of
Outstanding   Voting  Units  or,  if  applicable,  other   voting
percentage required to take any action shall be amended, altered,
changed, repealed or rescinded in any respect that would have the
effect  of reducing such voting requirement unless such amendment
is  approved  by the written consent or the affirmative  vote  of
Unitholders whose aggregate percentage of such Outstanding Voting
Units or, if applicable, other voting percentage constitutes  not
less  than  the  required percentage of such  Outstanding  Voting
Units  or,  if applicable, other voting percentage sought  to  be
reduced.

  (b) Notwithstanding the provisions of Sections 15.1 and 15.2, no
amendment  to  this Agreement may (i) enlarge the obligations  of
any Limited Partner without such Limited Partner's consent, which
may be given or withheld in its sole discretion, (ii) without the
consent of the General Partner, which may be given or withheld in
its  sole discretion, (A) modify the amounts distributable to the
General Partner in respect of its general partner interest in the
Partnership  or  the  Operating Companies or modify  the  amounts
reimbursable or otherwise payable to the General Partner  or  any
of  its Affiliates by the Partnership or the Operating Companies,
(B)  change Section 14.1(a) or (c), (C) restrict in any  way  any
action  by or rights of the General Partner as set forth in  this
Agreement, (D) change the term of the Partnership or,  except  as
set  forth  in  Section 14.1(c), give any  Person  the  right  to
dissolve  be Partnership or (E) otherwise enlarge the obligations
of the General Partner.

  (c) Except as otherwise provided, and without limitation of the
General Partner's authority to adopt amendments to this Agreement
as  contemplated in Section 15.1, the General Partner  may  amend
the  Partnership  Agreement without the approval  of  holders  of
Outstanding  Units, except that any amendment that would  have  a
material adverse effect on the rights or preferences of any class
of  Outstanding Units in relation to other classes or  series  of
Units  must be approved by the holders of at least a majority  of
the  Outstanding Units of the class or series affected (excluding
those held by the General Partner and its Affiliates).

  (d)  Notwithstanding any other provision of this Agreement,
except for amendments pursuant to Sections 6.2 or 15.1, no
amendments shall become effective without the approval of the
Record Holders of at least 95% of the Outstanding Voting Units
unless the Partnership obtains an Opinion of Counsel to the
effect that (a) such amendment will not cause the Partnership or
the Operating Companies to be taxable as a corporation or
otherwise taxed as an entity for federal income tax purposes and
(b) such amendment will not affect the limited liability of any
Limited Partner or any member of the Operating Companies under
applicable law.

  (e)  This Section 15.3 shall only be amended with the approval of
the Record Holders of not less than (i) 95% of the Outstanding
Voting Units and (ii) 95% of the Outstanding Series B Preference
Units voting as a class or series.
<PAGE>
     15.4 Meetings

   All  acts of Limited Partners to be taken hereunder shall  be
taken in the manner provided in this Article XV.  Meetings of the
Limited  Partners may be called only by the General  Partner  or,
with respect to meetings called to remove the General Partner, by
Limited  Partners  owning 55% or more of the  Outstanding  Voting
Units.   Limited  Partners shall call a  meeting  to  remove  the
General Partner by delivering to the General Partner one or  more
requests  in  writing stating that the signing  Limited  Partners
wish to call a meeting to remove the General Partner.  Within  60
days after receipt of such a call from Limited Partners or within
such  greater  time  as  may  be  reasonably  necessary  for  the
Partnership  to  comply  with any statutes,  rules,  regulations,
listing  agreements or similar requirements governing the holding
of  a  meeting or the solicitation of proxies for use at  such  a
meeting,  the General Partner shall send a notice of the  meeting
to the Limited Partners either directly or indirectly through the
Transfer  Agent.   A meeting shall be held at a  time  and  place
determined by the General Partner on a date not more than 60 days
after  the  mailing of notice of the meeting.   Limited  Partners
shall  not vote on matters that would cause the Limited  Partners
to  be deemed to be taking part in the management and control  of
the  business and affairs of the Partnership so as to  jeopardize
the Limited Partners' limited liability under the Delaware Act or
the  law of any other state in which the Partnership is qualified
to do business.

     15.5 Notice of a Meeting

   Notice of a meeting called pursuant to Section 15.4 shall  be
given to the Record Holders of Voting Units in writing by mail or
other   means   of  written  communication  in  accordance   with
Section  18.1. The notice shall be deemed to have been  given  at
the  time  when deposited in the mail or sent by other  means  of
written communication.

     15.6 Record Date

    For purposes of determining the Limited Partners entitled  to
notice of or to vote at a meeting of the Limited Partners  or  to
give  approvals  without a meeting as provided in Section  15.11,
the  General  Partner may set a Record Date, which shall  not  be
less  than  10 nor more than 60 days before (a) the date  of  the
meeting  (unless  such  requirement  conflicts  with  any   rule,
regulation,  guideline or requirement of any National  Securities
Exchange on which the Units are listed for trading in which  case
the  rule, regulation, guideline or requirement of such  exchange
shall  govern)  or  (b)  in the event that approvals  are  sought
without  a  meeting  the  date  by  which  Limited  Partners  are
requested  in  writing  by  the  General  Partner  to  give  such
approvals.

     15.7 Adjournment

    When  a meeting is adjourned to another time or place, notice
need  not be given of the adjourned meeting and a new Record Date
need not be fixed if the time and place thereof are announced  at
the  meeting  at  which  the adjournment is  taken,  unless  such
adjournment  shall be for more than 45 days.   At  the  adjourned
meeting,  the Partnership may transact any business  which  might
have been transacted at the original meeting.  If the adjournment
is for more than 45 days or if a new Record Date is fixed for the
adjourned  meeting  a notice of the adjourned  meeting  shall  be
given in accordance with this Article XV.
<PAGE>
     15.8 Waiver of Notice; Approval of Meeting; Approval of Minutes

    The  transactions of any meeting of Limited Partners, however
called and noticed and whenever held shall be as valid as if  had
at a meeting duly held after regular call and notice, if a quorum
is present either in person or by proxy, and if, either before or
after the meeting, each of the Limited Partners entitled to vote,
present  in person or by proxy, signs a written waiver of  notice
or  an  approval of the holding of the meeting or an approval  of
the  minutes thereof.  All waivers and approvals shall  be  filed
with the Partnership records or made a part of the minutes of the
meeting.   Attendance of a Limited Partner  at  a  meeting  shall
constitute  a  waiver of notice of the meeting, except  when  the
Limited Partner disapproves, at the beginning of the meeting, the
transaction  of any business because the meeting is not  lawfully
called or convened and except that attendance at a meeting is not
a  waiver of any right to disapprove the consideration of matters
required to be included in the notice of the meeting but  not  so
included in either case if the disapproval is expressly  made  at
the meeting.

     15.9 Quorum

    The holders of two-thirds of the Outstanding Voting Units  of
the  class  for  which a meeting has been called  represented  in
person  or  by  proxy shall constitute a quorum at a  meeting  of
Limited  Partners  of such class unless any such  action  by  the
Limited  Partners requires approval by holders of a  majority  in
interest of such Voting Units, in which case the quorum shall  be
a  majority  (excluding, in each case, if such Voting  Units  are
excluded from such vote, Voting Units held by the General Partner
and its affiliates).  At any meeting of the Limited Partners duly
called  and  held in accordance with this Agreement  at  which  a
quorum   is   present,  the  act  of  Limited  Partners   holding
Outstanding  Units  that in the aggregate represent  at  least  a
majority of the Outstanding Voting Units entitled to vote and  be
present in person or by proxy at such meeting shall be deemed  to
constitute  the act of all Limited Partners, unless a greater  or
different  percentage  is required with respect  to  such  action
under the provisions of this Agreement, in which case the act  of
the  Limited  Partners  holding Outstanding  Units  that  in  the
aggregate represent at least such greater or different percentage
shall be required.  The Limited Partners present at a duly called
or  held  meeting  at which a quorum is present may  continue  to
transact   business   until  adjournment,   notwithstanding   the
withdrawal  of  enough  Limited Partners to  leave  less  than  a
quorum,  if any action taken (other than adjournment) is approved
by  the required percentage of Outstanding Voting Units specified
in  this  Agreement.  In the absence of a quorum, any meeting  of
Limited Partners may be adjourned from time to by the affirmative
vote  of  a  majority of the Outstanding Voting Units represented
either  in  person  or  by proxy, but no other  business  may  be
transacted except as provided in Section 15.7.
<PAGE>
     15.10     Conduct of Meeting

    The  General  Partner  shall have full  power  and  authority
concerning  the manner of conducting any meeting of  the  Limited
Partners  or  solicitation of approvals  in  writing,  including,
without  limitation,  the determination of  Persons  entitled  to
vote,  the  existence  of  a  quorum,  the  satisfaction  of  the
requirements of Section 15.4, the conduct of voting, the validity
and   effect  of  any  proxies  and  the  determination  of   any
controversies, votes or challenges arising in connection with  or
during  the  meeting  or  voting.   The  General  Partner   shall
designate a Person to serve as chairman of any meeting and  shall
further designate a Person to take the minutes of any meeting, in
either  case  including,  without  limitation,  a  Partner  or  a
director or officer of the General Partner.  All minutes shall be
kept  with  the  records  of the Partnership  maintained  by  the
General  Partner.   The  General  Partner  may  make  such  other
regulations consistent with applicable law and this Agreement  as
it  may  deem advisable concerning the conduct of any meeting  of
the  Limited  Partners or solicitation of approvals  in  writing,
including,  without  limitation, regulations  in  regard  to  the
appointment of proxies, the appointment and duties of  inspectors
of votes and approvals, the submission and examination of proxies
and  other  evidence of the right to vote, and the revocation  of
approvals in writing.

     15.11     Action Without a Meeting

    Any  action  that may be taken at a meeting  of  the  Limited
Partners may be taken without a meeting if an approval in writing
setting  forth the action so taken is signed by Limited  Partners
holding  not  less than the minimum percentage of the Outstanding
Units that would be necessary to authorize to take such action at
a  meeting  at  which all the Limited Partners were  present  and
voted.   Prompt notice of the taking of action without a  meeting
shall  be given to the Limited Partners who have not approved  in
writing.  The General Partner may specify that any written ballot
submitted  to  Limited  Partners for the purpose  of  taking  any
action  without  a meeting shall be returned to  the  Partnership
within  the  time period, which shall be not less than  20  days,
specified  by the General Partner.  If a ballot returned  to  the
Partnership  does not vote all of the Units held by  the  Limited
Partner,  the  Partnership  shall be deemed  to  have  failed  to
receive  a ballot for the Units that were not voted.  If approval
of  the taking of any action by the Limited Partners is solicited
by  any Person other than by or on behalf of the General Partner,
the  written approvals shall have no force and effect unless  and
until (a) they are deposited with the Partnership in care of  the
General  Partner,  (b) approvals sufficient to  take  the  action
proposed  are dated as of a date not more than 90 days  prior  to
the  date sufficient approvals are deposited with the Partnership
and (c) an Opinion of Counsel is delivered to the General Partner
to  the  effect  that the exercise of such right and  the  action
proposed  to be taken with respect to any particular  matter  (i)
will  not  cause the Limited Partners to be deemed to  be  taking
part in the management and control of the business and affairs of
the Partnership so as to jeopardize the Limited Partners' limited
liability, (ii) will not jeopardize the status of the Partnership
as  a  partnership, or cause the Partnership to be taxable  as  a
corporation or otherwise taxed as an entity, under applicable tax
laws and regulations and (iii) is otherwise permissible under the
state  statutes then governing the rights, duties and liabilities
of the Partnership and the Partners.
<PAGE>
     15.12     Voting and Other Rights.

     (a)  Only those Record Holders of Voting Units on the Record Date
set  pursuant to Section 15.6 shall be entitled to notice of, and
to  vote at, a meeting of Limited Partners or to act with respect
to  matters  as to which holders of the Outstanding Voting  Units
have  the  right  to  vote  or to act.  All  references  in  this
Agreement  to votes of, or other acts that may be taken  by,  the
holders  of  Outstanding  Voting Units  shall  be  deemed  to  be
references  to  the votes or acts of the Record Holders  of  such
Outstanding Voting Units.

     (b)  With respect to Voting Units that are held for a Person's
account  by another Person (such as a broker, dealer, bank  trust
company  or  clearing  corporation, or an agent  of  any  of  the
foregoing),  in whose name such Voting Units are registered  such
broker,  dealer  or other agent shall, in exercising  the  voting
rights  in respect of such Voting Units on any matter, and unless
the arrangement by two such Persons provides otherwise, vote such
Voting Units in favor of, and at the direction of, the Person who
is the beneficial owner, and the Partnership shall be entitled to
assume  it  is so acting without further inquiry.  The provisions
of this Section 15.12(b) (as well as all other provisions of this
Agreement) are subject to the provisions of Section 10.4.

   (c)  Except to the extent expressly provided in this Agreement or
as expressly required by the Delaware Act, Limited Partners
holding Series B Preference Units do not have the right to vote
in respect of such Units, either with other holders of Units or
as a class or series, with respect to any matter.

                           ARTICLE XVI
                             Merger

     16.1 Authority

    The  Partnership may merge or consolidate with  one  or  more
corporations,  business  trusts  or  associations,  real   estate
investment   trusts,   common  law   trusts   or   unincorporated
businesses,  including, without limitation, a general partnership
or  limited  partnership, formed under the laws of the  State  of
Delaware  or  any  other state of the United  States  of  America
pursuant  to  a  written  agreement of  merger  or  consolidation
("Merger Agreement") in accordance with this Article.

     16.2 Procedure for Merger or Consolidation

   Merger  or consolidation of the Partnership pursuant  to  this
Article  XVI requires the prior approval of the General  Partner.
If  the  General Partner shall determine, in the exercise of  its
sole  discretion, to consent to the merger or consolidation,  the
General  Partner shall approve the Merger Agreement, which  shall
set forth:

(a)  the names and jurisdictions of formation or organization of
each of the business entities proposing to merge or consolidate;

(b)  the name and jurisdictions of formation or organization of
the business entity that is to survive the proposed merger or
consolidation (hereafter designated as the "Surviving Business
Entity");
<PAGE>
(c)  the terms and conditions of the proposed merger or
consolidation;

(d)  the manner and basis of exchanging or converting the equity
securities of each constituent business entity for, or into,
cash, property or general or limited partnership interests,
rights, securities or obligations of the Surviving Business
Entity and (i) if any general or limited partnership interests,
securities or rights of any constituent business entity are not
to be exchanged or converted solely for, or into, cash, property
or general or limited partnership interests, rights, securities
or obligations of the Surviving Business Entity, the cash,
property or general or limited partnership interests, rights,
securities or obligations of any limited partnership,
corporation, trust or other entity (other than the Surviving
Business Entity) which the holders of such general or limited
partnership interest are to receive in exchange for, or upon
conversion of their securities or rights, and (ii) in the case of
securities represented by certificates, upon the surrender of
such certificates, which cash, property or general or limited
partnership interests, rights, securities or obligations of the
Surviving Business Entity or any limited partnership,
corporation, trust or other entity (other than the Surviving
Business Entity), or evidences thereof, are to be delivered;

(e)  a statement of any amendments or other changes in the
constituent documents (the articles or certificate of
incorporation, articles of trust, declaration of trust,
certificate or agreement of limited partnership or other similar
charter or governing document), or the adoption of new
constituent documents, in either case as contemplated in  17-
211(g) of the Delaware Act, of the Surviving Business Entity to
be effected by such merger or consolidation;

(f)  the effective time of the merger, which may be the date of
the filing of the certificate of merger pursuant to Section 16.4
or a later date specified in or determinable in accordance with
the Merger Agreement; provided that if the effective time of the
merger is to be later than the date of the filing of the
certificate of merger, it shall be fixed no later than the time
of the filing of the certificate of merger and stated therein;
and

(g)  such other provisions with respect to the proposed merger or
consolidation as are deemed necessary or appropriate by the
General Partner.

     16.3 Approval by Limited Partner of Merger or Consolidation.

(a)  The General Partner of the Partnership, upon its approval of
the  Merger Agreement, shall direct that the Merger Agreement  be
submitted  to  a  vote  of Limited Partners  holding  Outstanding
Voting  Units as of the relevant Record Date whether at a meeting
or  by  written  consent, in either case in accordance  with  the
requirements  of Article XV.  A copy or a summary of  the  Merger
Agreement shall be included in or enclosed with the notice  of  a
meeting or the written consent.
<PAGE>
(b)  The Merger Agreement shall be approved upon receiving the
affirmative vote or consent of the holders of at least a majority
of the Outstanding Voting Units, unless the Merger Agreement
contains any provision as to which, if contained in an amendment
to this Agreement, the provisions of this Agreement or the
Delaware Act would require the vote or consent of a greater
percentage of the Outstanding Voting Units or of any class of
Units (voting separately as a class), in which case the vote or
consent of such greater percentage or of such class of Units
shall be required for approval of the Merger Agreement.

(c)  After such approval by vote or consent of the Limited
Partners, and at any time prior to the filing of the certificate
of merger pursuant to Section 16.4, the merger or consolidation
may be abandoned pursuant to provisions therefor, if any, set
forth in the Merger Agreement.

     16.4 Certificate of Merger

   Upon the required approval by the General Partner and Limited
Partners of a Merger Agreement, a certificate of merger shall  be
executed  and filed with the Secretary of State of the  State  of
Delaware in conformity with the requirements of the Delaware Act.

     16.5 Effect of Merger.

(a)  Upon the effective date of the certificate of merger:

     (i)  all of the rights, privileges and powers of each of the
     business  entities that has merged or consolidated  and  all
     property, real, personal and mixed and all debts due to any of
     those business entities and all other things and causes of action
     belonging to each of these business entities shall be vested in
     the  Surviving  Business  Entity and  after  the  merger  or
     consolidation, shall be the property of the Surviving Business
     Entity to the extent they were part of each constituent business
     entity;

     (ii) the title to any real property vested by deed or otherwise
     in any of those constituent business entities shall not revert
     and shall not be in any way impaired because of the merger or
     consolidation;

     (iii)     all rights of creditors and all liens on or security
     interest in property of any of those constituent business
     entities shall be preserved unimpaired; and

     (iv) all debts, liabilities and duties of those constituent
     business entities shall attach to the Surviving Business Entity,
     and may be enforced against it to the same extent as if the
     debts, liabilities and duties had been incurred or contracted by
     it.

(b)  A merger or consolidation effected pursuant to this Article
XVI shall not be deemed to result in a transfer or assignment  of
assets or liabilities from one entity to another having occurred.

                          ARTICLE XVII
                     Right to Acquire Units

     17.1 Right to Redeem Preference Units.
<PAGE>
(a)  Notwithstanding anything to the contrary in this Agreement,
the  Partnership may at any time after the second anniversary  of
the  Conversion  Date,  in  the sole discretion  of  the  General
Partner, redeem any or all of the Series A Preference Units  then
issued  and  Outstanding for an amount equal to  the  Unrecovered
Capital   of   such  Series  A  Preference  Units  plus   accrued
arrearages, if any, as of the date the General Partner mails  the
notice described in Section 17.3 of the Partnership's election to
redeem such Series A Preference Units.  If after giving effect to
an anticipated redemption, however, fewer than 1,000,000 Series A
Preference Units would be held by Persons other than the  General
Partner and its Affiliates, the Partnership shall redeem  all  of
such  Series  A  Preference Units if  it  redeems  any  Series  A
Preference Units.

(b)   Notwithstanding anything to the contrary in this Agreement,
the  Partnership  may at any time after the Series  B  Preference
Unit  Issuance  Date,  in  the sole  discretion  of  the  General
Partner,  redeem any or all of the Series B Preference Units  for
(i) an amount per Series B Preference Unit equal to the Series  B
Preference  Unit Liquidation Value as of the Redemption  Date  or
(ii)  a  number of Series A Common Units per Series B  Preference
Unit such that the Current Market Price (as of the third business
day  immediately preceding the date on which the General  Partner
mails  the  notice described in Section 17.3 of the Partnership's
election to redeem such Series B Preference Units) of the  Series
A  Common  Units  issued  in respect of each  redeemed  Series  B
Preference  Unit  is  equal  to  the  Series  B  Preference  Unit
Liquidation Value as of the Redemption Date.

(c)  With respect to any Series A Common Units issued in
redemption or replacement of, or in exchange for, any Series B
Preference Units pursuant to Section 17.1(b), the holders of more
than 50% of the Outstanding Series A Common Units so issued shall
have Demand Registration rights with respect to such Series A
Common Units equivalent to such rights granted to the General
Partner and its Affiliates under Section 6.14, and Piggyback
Registration rights with respect to such Series A Common Units
equivalent to such rights granted to the General Partner and its
Affiliates under Section 6.14, in each such case until the later
to occur of (i) the expiration of the two-year period established
by Section 6.14(d) or (ii) two years from such redemption,
replacement or exchange date. To the extent that holders of
Series A Common Units so issued desire to exercise any rights
held by them under this Section 17.1(c), such exercise must be by
the holders of more than 50% of the Outstanding Series A Common
Units so issued.
<PAGE>
     17.2 Right to Acquire Units

  Notwithstanding any provision of this Agreement if at any time
less  than  15% of the total Units of any class then  issued  and
Outstanding  are  held by Persons other than the General  Partner
and its Affiliates, the General Partner shall then have the right
(which right it may assign and transfer to the Partnership or any
Affiliate  of  the  General  Partner)  exercisable  in  its  sole
discretion, to purchase all, but not less than all, of the  Units
of  such  class then Outstanding held by Persons other  than  the
General  Partner  and its Affiliates, at the higher  of  (a)  the
highest  cash  price paid by the General Partner or  any  of  its
Affiliates for any Unit of such class purchased during the 90-day
period   preceding  the  date  that  the  notice   described   in
Section 17.3(b) is mailed or (b) the Current Market Price  as  of
the  date five days prior to the date the General Partner (or any
of  its assignees) mails the Notice of Election to Purchase  with
respect to its election to purchase such Units.  As used in  this
Agreement,  (i)  "Current  Market Price"  of  a  Unit  listed  or
admitted to trading on any National Securities Exchange means the
average  of the daily Closing Prices per Unit of such  class  for
the  20  consecutive Trading Days immediately prior to,  but  not
including  such date; (ii) "Closing Price" for any day means  the
last sale price on such day, regular way, or in case no such sale
takes place on such day, the average of the closing bid and asked
prices  on  such day, regular way, in either case as reported  in
the  principal  consolidated transaction  reporting  system  with
respect  to securities listed or admitted to trading on  the  New
York Stock Exchange or, if the Units of a class are not listed or
admitted to trading on the New York Stock Exchange as reported in
the  principal  consolidated transaction  reporting  system  with
respect to securities listed on the principal National Securities
Exchange  on which the Units of such class are listed or admitted
to trading or, if the Units of a class are not listed or admitted
to  trading on any National Securities Exchange, the last  quoted
price  on  such day or, if not so quoted the average of the  high
bid  and  low  asked  prices on such day in the  over-the-counter
market,  as reported by the Nasdaq National Market or such  other
system  then in use, or if on any such day the Units of  a  class
are  not  quoted  by any such organization, the  average  of  the
closing  bid  and  asked  price on such day  as  furnished  by  a
professional  market maker making a market in the Units  of  such
class  selected by the Board of Directors of the General Partner,
or  if on any such day no market maker is making a market in  the
Units of such class, the fair value of such Units on such day  as
determined reasonably and in good faith by the Board of Directors
of  the  General Partner, and (iii) "Trading Day" means a day  on
which  the  principal National Securities Exchange on  which  the
Units of any class are listed or admitted to trading is open  for
the  transaction  of business or, if Units of  a  class  are  not
listed   or  admitted  to  trading  on  any  National  Securities
Exchange,  a day on which banking institutions in New  York  City
generally are open.

     17.3 Notice of Election to Redeem or Acquire Units.

(a)  If the Partnership elects to exercise the right to redeem
Series A Preference Units granted pursuant to Section 17.1(a), or
the right to redeem Series B Preference Units granted pursuant to
Section  17.1(b),  the  General  Partner  shall  deliver  to  the
Transfer  Agent  written notice of such election to  redeem  (the
"Notice  of  Election to Redeem") and shall  cause  the  Transfer
<PAGE>
Agent to mail a copy of such Notice of Election to Redeem to  the
Record  Holders  of such Preference Units (as of  a  Record  Date
selected  by the General Partner) at least 30, but not more  than
60 days prior to the Redemption Date.  Such Notice of Election to
Redeem  also  shall be published in daily newspapers  of  general
circulation printed in the English language and published in  the
Borough of Manhattan, New York.  The Notice of Election to Redeem
shall specify the date upon which such Preference Units shall  be
redeemed  (the  "Redemption Date") and the price  (determined  in
accordance with Section 17.1) at which such Preference Units will
be  redeemed,  and  shall state that the  Partnership  elects  to
redeem such Preference Units, upon surrender of Unit Certificates
representing such Preference Units (or, in the case of  Series  B
Preference Units, such other representation of such Units as  the
General  Partner shall require) in exchange for payment, at  such
office or offices of the Transfer Agent as the Transfer Agent may
specify,  or  as  may  be  required by  any  National  Securities
Exchange on which such Preference Units are listed or admitted to
trading.   Any  such  Notice of Election to Redeem  mailed  to  a
Record Holder of Preference Units at his address as reflected  in
the  records of the Transfer Agent shall be conclusively presumed
to have been given whether or not the owner receives such notice.
On  or  prior  to the Redemption Date, the General Partner  shall
deposit  with the Transfer Agent cash in an amount sufficient  to
pay the aggregate redemption price of all of the Preference Units
to  be  redeemed in accordance with this Article  XVII.   If  the
Notice  of  Election  to Redeem shall have  been  duly  given  as
aforesaid  at  least 30, but not more than 60 days prior  to  the
Redemption  Date, and if on or prior to the Redemption  Date  the
deposit described in the preceding sentence has been made for the
benefit  of the holders of Preference Units subject to redemption
as  provided  herein,  then from and after the  Redemption  Date,
notwithstanding  that any Unit Certificate shall  not  have  been
surrendered  for  redemption, all rights of the holders  of  such
Preference  Units  (including,  without  limitation,  any  rights
pursuant to Articles IV, V and XIV) shall thereupon cease, except
the  right  to  receive  the  redemption  price  (determined   in
accordance with Section 17.1) for the Preference Units  therefor,
without  interest, upon surrender to the Transfer  Agent  of  the
Unit  Certificates representing such Preference Units,  and  such
Preference Units shall be deemed to be no longer Outstanding  and
each  holder of such Preference Units will cease to be a  Partner
with respect to such Preference Units as of the Redemption Date.

(b)   If  the General Partner, any Affiliate of the  General
Partner  or  the  Partnership elects to  exercise  the  right  to
purchase  Units  granted pursuant to Section  17.2,  the  General
Partner  shall  deliver to the Transfer Agent written  notice  of
such  election to purchase (the "Notice of Election to Purchase")
and  shall cause the Transfer Agent to mail a copy of such Notice
of  Election to Purchase to the Record Holders of Units (as of  a
Record Date selected by the General Partner) at least 30, but not
more  than  60 days prior to the Purchase Date.  Such  Notice  of
Election  to Purchase shall also be published in daily newspapers
of  general  circulation  printed in  the  English  language  and
published  in the Borough of Manhattan, New York.  The Notice  of
Election  to  Purchase shall specify the Purchase  Date  and  the
price (determined in accordance with Section 17.2) at which Units
will  be  purchased  and  state that  the  General  Partner,  its
Affiliate  or  the  Partnership, as the case may  be,  elects  to
purchase   such  Units,  upon  surrender  of  Unit   Certificates
representing such Units in exchange for payment at such office or
offices  of the Transfer Agent as the Transfer Agent may specify,
or  as  may  be required by any National Securities  Exchange  on
which  the  Units  are listed or admitted to trading.   Any  such
Notice of Election to Purchase mailed to a Record Holder of Units
at  his address as reflected in the records of the Transfer Agent
shall be conclusively presumed to have been given whether or  not
the  owner  receives such notice.  On or prior  to  the  Purchase
Date,  the General Partner, its Affiliate or the Partnership,  as
the case may be, shall deposit with the Transfer Agent cash in an
amount  sufficient to pay the aggregate purchase price of all  of
the  Units to be purchased in accordance with Article  XVII.   If
the Notice of Election to Purchase shall have been duly given  as
aforesaid at least 30 days but not more than 60 days prior to the
Purchase  Date,  and  if  on or prior to the  Purchase  Date  the
deposit described in the preceding sentence has been made for the
benefit  of the holders of Units subject to purchase as  provided
herein,  then  from and after the Purchase Date,  notwithstanding
that  any  Unit  Certificate shall not have been surrendered  for
purchase,  all  rights of the holders of such  Units  (including,
without  limitation, any rights pursuant to Articles  IV,  V  and
XIV)  shall  thereupon  cease, except the right  to  receive  the
purchase  price (determined in accordance with Section 17.2)  for
the  Units  therefor,  without interest, upon  surrender  to  the
Transfer Agent of the Unit Certificates representing such  Units,
and such Units shall thereupon be deemed to be transferred to the
General  Partner, its Affiliate or the Partnership, as  the  case
may  be,  on  the  record  books of the Transfer  Agent  and  the
Partnership,  and  the General Partner or any  Affiliate  of  the
General Partner, or the Partnership, as the case may be, shall be
deemed  to  be  the owner of all such Units from  and  after  the
Purchase  Date  and shall have all rights as the  owner  of  such
Units   (including,  without  limitation,  all  rights  as  owner
pursuant to Articles IV, V and XIV).
<PAGE>
     17.4 Surrender of Unit Certificates

  At any time from and after the Redemption Date or the Purchase
Date, as the case may be, a holder of an Outstanding Unit subject
to  redemption or purchase as provided in this Article  XVII  may
surrender  his  Unit Certificate, evidencing  such  Unit  to  the
Transfer Agent in exchange for payment of the amount described in
Section  17.1  or  17.2,  as the case may  be,  therefor  without
interest thereon.

                        ARTICLE XVIII

                       General Provisions

     18.1 Addresses and Notices

    Any notice, demand, request or report required or permitted to
be  given  or made to a Partner or Assignee under this  Agreement
shall  be  in  writing and shall be deemed  given  or  made  when
delivered  in  person or when sent by first-class  United  States
mail or by other means of written communication to the Partner or
Assignee at the  address described below.  Any notice, payment or
report  to  be  given or made to a Partner or Assignee  hereunder
shall be deemed conclusively to have been given or made, and  the
obligation to give such notice or report or to make such  payment
shall  be deemed conclusively to have been fully satisfied,  upon
sending of such notice, payment or report to the Record Holder of
such  Unit at his address as shown on the records of the Transfer
Agent  or  as  otherwise shown on the records of the Partnership,
regardless of any claim of any Person who may have an interest in
such  Unit  or the Partnership Interest of a General  Partner  by
reason   of  any  assignment  or  otherwise.   An  affidavit   or
certificate  of  asking  of  any notice,  payment  or  report  in
accordance  with the provisions of this Section 18.1 executed  by
the   General   Partner,  the  Transfer  Agent  or  the   mailing
organization  shall  be prima facie evidence  of  the  giving  or
mailing  of  such  notice, payment or  report.   If  any  notice,
payment or report addressed to a Record Holder at the address  of
such  Record  Holder appearing on the books and  records  of  the
Transfer  Agent  or  the Partnership is returned  by  the  United
States  Post  Office marked to indicate that  the  United  States
Postal  Service is unable to deliver it, such notice, payment  or
report and any subsequent notices, payments and reports shall  be
deemed  to  have been duly given or made without further  mailing
(until such time as such Record Holder or another Person notifies
the Transfer Agent or the Partnership of a change in his address)
if  they  are  available  for  the Partner  or  Assignee  at  the
principal office of the Partnership for a period of one year from
the  date  of  the  giving or making of such notice,  payment  or
report  to the other Partners and Assignees.  Any notice  to  the
Partnership  shall  be deemed given if received  by  the  General
Partner  at  the  principal office of the Partnership  designated
pursuant to Section 1.3.  The General Partner may rely and  shall
be  protected in relying on any notice or other document  from  a
Partner,  Assignee  or  other Person if  believed  by  it  to  be
genuine.
<PAGE>
     18.2 Titles and Captions

   All  article or section titles or captions in this  Agreement
are  for convenience only.  They shall not be deemed part of this
Agreement  and  in no way define, limit extend  or  describe  the
scope or intent of any provisions hereof.  Except as specifically
provided  otherwise, references to "Articles" and "Sections"  are
to Articles and Sections of this Agreement.

     18.3 Pronouns and Plurals

   Whenever  the context may require, any pronoun used  in  this
Agreement shall include the corresponding masculine, feminine  or
neuter forms, and the singular form of nouns, pronouns and  verbs
shall include the plural and vice-versa.

     18.4 Further Action

   The  parties shall execute and deliver all documents, provide
all information and take or refrain from taking action as may  be
necessary  or  appropriate  to  achieve  the  purposes  of   this
Agreement.

     18.5 Binding Effect

   This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their heirs, executors, administrators,
successors, legal representatives and permitted assigns.

     18.6 Integration

   This  Agreement  constitutes the entire agreement  among  the
parties  hereto  pertaining  to the  subject  matter  hereof  and
supersedes  all  prior  agreements and understandings  pertaining
thereto.

     18.7 Creditors

  None  of  the provisions of this Agreement shall  be  for  the
benefit  of,  or  shall be enforceable by, any  creditor  of  the
Partnership.

     18.8 Waiver

   No failure by any party to insist upon the strict performance
of any covenant duty, agreement or condition of this Agreement or
to  exercise any right or remedy consequent upon a breach thereof
shall  constitute  a  waiver of any  such  breach  or  any  other
covenant duty, agreement or condition.

     18.9 Counterparts

  This  Agreement may be executed in counterparts, all of  which
together shall constitute an agreement binding on all the parties
hereto, notwithstanding that all such parties are not signatories
to the original or the same counterpart.  Each party shall become
bound  by  this Agreement immediately upon affixing its signature
hereto  or,  in  the  case  of a Person acquiring  a  Unit,  upon
executing  and  delivering  a  Transfer  Application  as   herein
described, independently of the signature of any other party.
<PAGE>
     18.10     Applicable Law

  This  Agreement  shall  be construed in  accordance  with  and
governed by the laws of the State of Delaware, without regard  to
the principles of conflicts of law.

     18.11     Invalidity of Provisions

   If  any  provision  of this Agreement is or  becomes  invalid
illegal  or  unenforceable in any respect the validity,  legality
and  enforceability of the remaining provisions contained  herein
shall not be affected thereby.

    [The remainder of this page is intentionally left blank.]

<PAGE>
     IN  WITNESS  WHEREOF, the parties hereto have executed  this
Agreement as of the date first written above.

                              GENERAL PARTNER:

                              EL PASO ENERGY PARTNERS COMPANY

                              By:   /s/ David L. Siddall
                                  ------------------------
                                        David L. Siddall
                                        Vice President

                              LIMITED PARTNERS:

                              All   Limited  partners   now   and
                              hereafter   admitted   as   limited
                              partners    of   the   Partnership,
                              pursuant to Powers of Attorney  now
                              and hereafter executed in favor of,
                              and  granted and delivered to,  the
                              General Partner.

                              By:  El    Paso   Energy   Partners
                                   Company, General Partners,  as
                                   attorney-in-fact    for    all
                                   Limited  Partners pursuant  to
                                   the Powers of Attorney granted
                                   pursuant to Section 1.4.

                              By:  /s/ David L. Siddall
                                  __________________________
                                       David L. Siddall
                                       Vice President

<PAGE>

                           EXHIBIT A-1
         to the Second Amended and Restated Agreement of
                     Limited Partnership of
                  El Paso Energy Partners, L.P.

        Certificate Evidencing Series A Preference Units
             Representing Limited Partner Interests

                  EL PASO ENERGY PARTNERS, L.P.
    (A limited partnership formed under the laws of Delaware)

No.__________             _____________ Series A Preference Units
                                                CUSIP 28368B 20 1

     EL  PASO ENERGY PARTNERS COMPANY, a Delaware corporation, as
the  General Partner of EL PASO ENERGY PARTNERS, L.P., a Delaware
limited  partnership (the "Partnership"), hereby  certifies  that
____________  (the "Holder") is the registered owner  of  _______
Series   A  Preference  Units  (formerly  referred  to  only   as
Preference Units) representing limited partner interests  in  the
Partnership (the "Series A Preference Units") transferable on the
books  of  the  Partnership,  in person  or  by  duly  authorized
attorney,  upon  surrender of this Certificate properly  endorsed
and  accompanied by a properly executed application for  transfer
of  the  Preference Units represented by this  Certificate.   The
rights,  preferences and limitations of the Series  A  Preference
Units  are  set forth in, and this Certificate and the  Series  A
Preference Units represented hereby are issued and shall  in  all
respects  be subject to the terms and provisions of,  the  Second
Amended and Restated Agreement of Limited Partnership of El  Paso
Energy Partners, L.P., as amended, supplemented or restated  from
time  to  time  (the  "Partnership Agreement").   Copies  of  the
Partnership  Agreement  are on file at,  and  will  be  furnished
without  charge on delivery of written request to the Partnership
at the principal office of the Partnership located at the El Paso
Building,  1001  Louisiana, Houston,  Texas  77002.   Capitalized
terms  used herein but not defined shall have the meanings  given
them in the Partnership Agreement.

     The Holder, by accepting this Certificate, is deemed to have
(a)  requested  admission as, and agreed  to  become,  a  Limited
Partner or a Substituted Limited Partner, as applicable,  and  to
have  agreed to comply with and be bound by and to have  executed
the Partnership Agreement, (b) represented and warranted that the
Holder  has all right, power and authority and, if an individual,
the  capacity necessary to enter into the Partnership  Agreement,
(c)  appointed the General Partner and, if a Liquidator shall  be
appointed,  the  Liquidator of the Partnership  as  the  Holder's
attorney to execute, swear to, acknowledge and file any document,
including, without limitation, the Partnership Agreement and  any
amendment  thereto and the Certificate of Limited Partnership  of
the   Partnership  and  any  amendment  thereto,   necessary   or
appropriate for the Holder's admission as a Limited Partner or  a
Substituted  Limited Partner, as applicable, in  the  Partnership
and as a party to the Partnership Agreement, (d) given the powers
of  attorney provided for in the Partnership Agreement, (e)  made
the waivers and given the consents and approvals contained in the
Partnership  Agreement and (f) certified to the Partnership  that
the Holder (including, to the best of the Holder's knowledge, any
person  for  whom the Holder holds the Preference  Units)  is  an
Eligible Citizen.

     This  Certificate shall not be valid for any purpose  unless
it  has  been countersigned and registered by the Transfer  Agent
and Registrar.

EL PASO ENERGY PARTNERS COMPANY,   Dated:
as General Partner

By:  /s/ James H. Lytal            Countersigned and Registered
by:      James H. Lytal
          President
                                   CHASEMELLON SHAREHOLDER
                                   SERVICES
By:  /s/ David L. Siddall          as Transfer Agent and
         David L. Siddall                Registrar
           Secretary

                                   By:__________________________
                                       Authorized Signature
<PAGE>
                    [Reverse of Certificate]


                          ABBREVIATIONS


     The following abbreviations, when used in the inscription on
the  face  of  this  Certificate, shall be construed  as  follows
according to applicable laws or regulations:

TEN COM    -  as tenants in     UNIF GIFT MIN ACT -Custodian
            common                                 (Cust) (Minor)
TEN ENT    -  as tenants by the                   under Uniform Gifts
            entireties                            to Minors Act
JT TEN     -  as joint tenants                        (State)
            with right of
            survivorship and
            not as tenants in
            common

     Additional abbreviations, though not in the above list,  may
also be used.
<PAGE>
                 ASSIGNMENT OF PREFERENCE UNITS
                               in
                 EL PASO ENERGY  PARTNERS, L.P.

      IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
    DUE TO TAX SHELTER STATUS OF EL PASO ENERGY PARTNERS, LP.


     You  have  acquired an interest in El Paso Energy  Partners,
L.P., the El Paso Building, 1001 Louisiana, Houston, Texas 77002,
whose taxpayer identification number is 76-0385475.  The Internal
Revenue  Service  has issued El Paso Energy  Partners,  L.P.  the
following  tax  shelter registration number:  __________________.
If there is no number in the blank in the preceding sentence, the
number will be furnished to the Holder when it is received.

     YOU  MUST  REPORT THIS REGISTRATION NUMBER TO  THE  INTERNAL
REVENUE  SERVICE  IF YOU CLAIM ANY DEDUCTION,  LOSS,  CREDIT,  OR
OTHER  TAX  BENEFIT  OR  REPORT ANY  INCOME  BY  REASON  OF  YOUR
INVESTMENT IN EL PASO ENERGY PARTNERS, L.P.

     You  must report the registration number as well as the name
and  taxpayer  identification number of El Paso Energy  Partners,
L.P.  on  Internal  Revenue Code Form 8271.  FORM  8271  MUST  BE
ATTACHED  TO  THE RETURN ON WHICH YOU CLAIM THE DEDUCTION,  LOSS,
CREDIT,  OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY  REASON  OF
YOUR INVESTMENT IN EL PASO ENERGY PARTNERS, L.P.

     If  you  transfer your interest in El Paso Energy  Partners,
L.P.  to another person, you are required by the Internal Revenue
Service to keep a list containing (a) that person's name, address
and  taxpayer  identification number, (b) the date on  which  you
transferred  the  interest  and (c) the  name,  address  and  tax
shelter registration number of El Paso Energy Partners,  LP.   If
you  do  not  want  to keep such a list, you must  (1)  send  the
information specified above to the General Partner, who will keep
the  list for this tax shelter and (2) give a copy of this notice
to the person to whom you transfer your interest  Your failure to
comply  with  any  of the above-described responsibilities  could
result  in  the imposition of a penalty under Section 6707(b)  or
6708(a) of the Internal Revenue Service Code of 1986, as amended,
unless such failure is shown to be due to reasonable cause.
<PAGE>
     ISSUANCE  OF  A  REGISTRATION NUMBER DOES NOT INDICATE  THAT
THIS  INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN  REVIEWED,
EXAMINED, OR APPROVED BY THE INTERNAL REVENUE SERVICE.

     FOR  VALUE  RECEIVED,  __________ hereby  assigns,  conveys,
sells and transfers unto


     _________________________________________________________________

    (Please print or typewrite name and address of Assignee)


___________________________             _________________________

                (Please insert Social Security or
                   other identifying number of
                            Assignee)

______________  Preference  Units  representing  limited  partner
interests   evidenced  by  this  Certificate,  subject   to   the
Partnership Agreement, and does hereby irrevocably constitute and
appoint  ___________________ as its  attorney-in-fact  with  full
power  of  substitution to transfer the same on the books  of  El
Paso Energy Partners, L.P.

Date:              NOTE: The signature to any endorsement hereon must
                         correspond with the name as written upon the face of
                         this Certificate in every particular, without
                         alteration, enlargement or change.

     THE SIGNATURE(S) SHOULD BE
     GUARANTEED BY AN "ELIGIBLE
     GUARANTOR INSTITUTION" AS
     DEFINED IN RULE 17AD-15 UNDER
     THE SECURITIES & EXCHANGE ACT OF
     1934, AS AMENDED
                           (Signature)

          SIGNATURE(S) GUARANTEED:
                           (Signature)
<PAGE>
     No  assignment or transfer of the Preference Units evidenced
hereby  will  be  registered  on the  books  of  El  Paso  Energy
Partners,  L.P. unless the Certificate evidencing the  Preference
Units  to  be  transferred  is surrendered  for  registration  or
transfer  and an Application for Transfer of Preference Units  (a
"Transfer Application") has been executed by a transferee  either
(a)  on the form set forth below or (b) on a separate application
that  the Partnership will furnish on request without charge.   A
transferor  of  the Preference Units shall have no  duty  to  the
transferee  with respect to execution of the Transfer Application
in  order  for  such  transferee to obtain  registration  of  the
transfer of the Preference Units.

            _________________________________________
          APPLICATION FOR TRANSFER OF PREFERENCE UNITS

     The undersigned ("Applicant") hereby applies for transfer to
the  name  of  the  Applicant of the Preference  Units  evidenced
hereby.

     The  Applicant  (a)  requests  admission  as  a  Substituted
Limited  Partner and agrees to comply with and be bound  by,  and
hereby  executes,  the Second Amended and Restated  Agreement  of
Limited  Partnership  of  El  Paso Energy  Partners,  L.P.,  (the
"Partnership") as amended, supplemented or restated to  the  date
hereof (the "Partnership Agreement"), (b) represents and warrants
that the Applicant has all right, power and authority and, if  an
individual,  the capacity necessary to enter into the Partnership
Agreement,  (c) appoints the General Partner and, if a Liquidator
shall  be  appointed, the Liquidator of the  Partnership  as  the
Applicant's attorney to execute, swear to, acknowledge  and  file
any  document,  including,  without limitation,  the  Partnership
Agreement  and  any  amendment thereto  and  the  Certificate  of
Limited Partnership of the Partnership and any amendment thereto,
necessary  or  appropriate  for the Applicant's  admission  as  a
Substituted  Limited Partner and as a party  to  the  Partnership
Agreement, (d) gives the powers of attorney provided for  in  the
Partnership  Agreement,  (e) makes  the  waivers  and  gives  the
consents and approvals contained in the Partnership Agreement and
(f)  certifies to the Partnership that the Applicant  (including,
to the best of the Applicant's knowledge, any person for whom the
Applicant will hold the Preference Units) is an Eligible Citizen.
Capitalized  terms not defined herein have the meanings  assigned
to such terms in the Partnership Agreement.

Date:
                     Signature of Applicant
_________________________________________________________________

                  Name and Address of Applicant
_________________________________

          Social Security or other identifying
Purchase Price including commissions, if any
                     number of Applicant
<PAGE>
Type of Entity (check one)

[]    Individual          [] Partnership  []        Corporation []
  Trust       ?  Other (specify)

Nationality (check one)

[] United States Citizen, Resident or Domestic Entity   []   Non-
resident Alien                   []  Foreign Corporation

     If  the  United States Citizen, Resident or Domestic  Entity
box is checked, the following certification must be completed.

     Under  Section 1445(c) of the Internal Revenue Code of 1986,
as  amended (the "Code"), the Partnership must withhold tax  with
respect  to  certain transfers of property  if  a  holder  of  an
interest  in the Partnership is a foreign person.  To inform  the
Partnership that no withholding is required with respect  to  the
undersigned  interest-holders interest  in  it,  the  undersigned
hereby certifies the following (or, if applicable, certifies  the
following on behalf of the interest-holder):

Complete either A or B:

     A.        Individual Interest-Holder

       1.I  am  not a non-resident alien for purposes  of  United
       States income taxation.

       2.My  United  States taxpayer identifying  number  (Social
       Security Number) is                                     .

       3.My home address is                                    .

       4.My year end for tax reporting purposes is             .

     B.        Partnership, Corporate or Other Interest-Holder

       1.
                    (Name of Interest-Holder)
       is   not   a  foreign  corporation,  foreign  partnership,
       foreign  trust  or  foreign estate  (as  those  terms  are
       defined in the Code and Treasury Regulations).

       2.The   interest-holder's  U.S.  employer   identification
       number is                                               .

       3.The   interest-holder's  office  address  and  place  of
          incorporation (if applicable) is
                                                                .

       4.The   interest-holder's  year  end  for  tax   reporting
          purposes is                                           .

     The  interest-holder agrees to notify the Partnership within
sixty (60) days of the date the interest-holder becomes a foreign
person.

     The interest-holder understands that this Certificate may be
disclosed to the Internal Revenue Service by the Partnership  and
that any false statement contained herein could be punishable  by
fine, imprisonment or both.

     Under  penalties of perjury, I declare that I have  examined
this certification and to the best of my knowledge and belief  it
is  true,  correct  and  complete and, if applicable,  I  further
declare that I have authority to sign this document on behalf of

_________________________________________________________________

                     Name of Interest-Holder

_________________________________________________________________

                       Signature and Date

_________________________________________________________________

                      Title (if applicable)


     NOTE:  If  the  Applicant is a broker, dealer,  bank,  trust
company,  clearing corporation, other nominee holder or an  agent
of  any of the foregoing, and is holding the Preference Units for
the  account  of  any  other person, this application  should  be
completed  by an officer thereof or, in the case of a  broker  or
dealer,  by  a  registered representative who is a  member  of  a
registered  national  securities exchange  or  a  member  of  the
National Association of Securities Dealers, Inc., or, in the case
of  any  other  nominee  holder, a person  performing  a  similar
function.   If  the  Applicant is a broker, dealer,  bank,  trust
company, clearing corporation, other nominee owner or an agent of
any  of  the foregoing, the above certification as to any  Person
for  whom  the Applicant will hold the Preference Units shall  be
made to the best of the Applicant's knowledge.

<PAGE>
                           EXHIBIT A-2
         to the Second Amended and Restated Agreement of
                     Limited Partnership of
                  El Paso Energy Partners, L.P.

               Certificate Evidencing Common Units
             Representing Limited Partner Interests

                  EL PASO ENERGY PARTNERS, L.P.
    (A limited partnership formed under the laws of Delaware)

No.__________                             __________ Common Units
                                                CUSIP 28368B 10 2

     EL  PASO ENERGY PARTNERS COMPANY, a Delaware corporation, as
the  General Partner of EL PASO ENERGY PARTNERS, L.P., a Delaware
Limited  partnership (the "Partnership"), hereby  certifies  that
____________  (the "Holder") is the registered owner  of  _______
Common Units (referred to in the Partnership Agreement as "Series
A  Common Units") representing limited partner interests  in  the
Partnership (the "Common Units") transferable on the books of the
Partnership,  in  person  or  by duly authorized  attorney,  upon
surrender  of this Certificate properly endorsed and  accompanied
by  a  properly executed application for transfer of  the  Common
Units  represented by this Certificate.  The rights,  preferences
and  limitations of the Common Units are set forth in,  and  this
Certificate  and the Common Units represented hereby  are  issued
and  shall in all respects be subject to the terms and provisions
of,   the  Second  Amended  and  Restated  Agreement  of  Limited
Partnership  of  El  Paso  Energy  Partners,  L.P.,  as  amended,
supplemented  or  restated from time to  time  (the  "Partnership
Agreement").  Copies of the Partnership Agreement are on file at,
and  will  be  furnished without charge on  delivery  of  written
request  to  the  Partnership  at the  principal  office  of  the
Partnership  located  at  the El Paso Building,  1001  Louisiana,
Houston,  Texas  77002.  Capitalized terms used  herein  but  not
defined  shall  have the meanings given them in  the  Partnership
Agreement.

     The Holder, by accepting this Certificate, is deemed to have
(a)  requested  admission as, and agreed  to  become,  a  Limited
Partner or a Substituted Limited Partner, as applicable,  and  to
have  agreed to comply with and be bound by and to have  executed
the Partnership Agreement, (b) represented and warranted that the
Holder  has all right, power and authority and, if an individual,
the  capacity necessary to enter into the Partnership  Agreement,
(c)  appointed the General Partner and, if a Liquidator shall  be
appointed,  the  Liquidator of the Partnership  as  the  Holder's
attorney to execute, swear to, acknowledge and file any document,
including, without limitation, the Partnership Agreement and  any
amendment  thereto and the Certificate of Limited Partnership  of
the   Partnership  and  any  amendment  thereto,   necessary   or
appropriate for the Holder's admission as a Limited Partner or  a
Substituted  Limited Partner, as applicable, in  the  Partnership
and as a party to the Partnership Agreement, (d) given the powers
of  attorney provided for in the Partnership Agreement, (e)  made
the waivers and given the consents and approvals contained in the
Partnership  Agreement and (f) certified to the Partnership  that
the Holder (including, to the best of the Holder's knowledge, any
person for whom the Holder holds the Common Units) is an Eligible
Citizen.
<PAGE>
     This  Certificate shall not be valid for any purpose  unless
it  has  been countersigned and registered by the Transfer  Agent
and Registrar.

EL PASO ENERGY PARTNERS COMPANY,   Dated:
as General Partner

By:  /s/  James H. Lytal           Countersigned and Registered
by:       James H. Lytal
             President
                                   CHASE MELLON SHAREHOLDER
                                   SERVICES
By:  /s/  David L. Siddall         as Transfer Agent and
          David L. Siddall          Registrar
             Secretary

                                    By:______________________
                                         Authorized Signature
<PAGE>
                    [Reverse of Certificate]


                          ABBREVIATIONS


     The following abbreviations, when used in the inscription on
the  face  of  this  Certificate, shall be construed  as  follows
according to applicable laws or regulations:

TEN COM    -  as tenants in     UNIF GIFT MIN ACT - Custodian
            common
TEN ENT    -  as tenants by the                  (Cust)  (Minor)
            entireties

JT TEN     -  as joint tenants                   Under Uniform Gifts
            with right of                       to Minors Act
            survivorship and
            not as tenants in                      (State)
            common

     Additional abbreviations, though not in the above list,  may
also be used.

                   ASSIGNMENT OF COMMON UNITS
                               in
                  EL PASO ENERGY PARTNERS, L.P.

      IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
    DUE TO TAX SHELTER STATUS OF EL PASO ENERGY PARTNERS, LP.


     You  have  acquired an interest in El Paso Energy  Partners,
L.P., the El Paso Building, 1001 Louisiana, Houston, Texas 77002,
whose taxpayer identification number is 76-0385475.  The Internal
Revenue  Service  has issued El Paso Energy  Partners,  L.P.  the
following  tax  shelter registration number:  __________________.
If there is no number in the blank in the preceding sentence, the
number will be furnished to the Holder when it is received.

     YOU  MUST  REPORT THIS REGISTRATION NUMBER TO  THE  INTERNAL
REVENUE  SERVICE  IF YOU CLAIM ANY DEDUCTION,  LOSS,  CREDIT,  OR
OTHER  TAX  BENEFIT  OR  REPORT ANY  INCOME  BY  REASON  OF  YOUR
INVESTMENT IN EL PASO ENERGY PARTNERS, L.P.

     You  must report the registration number as well as the name
and  taxpayer  identification number of El Paso Energy  Partners,
L.P.  on  Internal  Revenue Code Form 8271.  FORM  8271  MUST  BE
ATTACHED  TO  THE RETURN ON WHICH YOU CLAIM THE DEDUCTION,  LOSS,
CREDIT,  OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY  REASON  OF
YOUR INVESTMENT IN EL PASO ENERGY PARTNERS, L.P.

     If  you  transfer your interest in El Paso Energy  Partners,
L.P.  to another person, you are required by the Internal Revenue
Service to keep a list containing (a) that person's name, address
and  taxpayer  identification number, (b) the date on  which  you
transferred  the  interest  and (c) the  name,  address  and  tax
shelter registration number of El Paso Energy Partners,  LP.   If
you  do  not  want  to keep such a list, you must  (1)  send  the
information specified above to the General Partner, who will keep
the  list for this tax shelter and (2) give a copy of this notice
to the person to whom you transfer your interest  Your failure to
comply  with  any  of the above-described responsibilities  could
result  in  the imposition of a penalty under Section 6707(b)  or
6708(a) of the Internal Revenue Service Code of 1986, as amended,
unless such failure is shown to be due to reasonable cause.
<PAGE>
     ISSUANCE  OF  A  REGISTRATION NUMBER DOES NOT INDICATE  THAT
THIS  INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN  REVIEWED,
EXAMINED, OR APPROVED BY THE INTERNAL REVENUE SERVICE.

     FOR  VALUE  RECEIVED,  __________ hereby  assigns,  conveys,
sells and transfers unto


    (Please print or typewrite name and address of Assignee)



                (Please insert Social Security or
                   other identifying number of
                            Assignee)

______________   Common   Units  representing   limited   partner
interests   evidenced  by  this  Certificate,  subject   to   the
Partnership Agreement, and does hereby irrevocably constitute and
appoint  ___________________ as its  attorney-in-fact  with  full
power  of  substitution to transfer the same on the books  of  El
Paso Energy Partners, L.P.

Date:         NOTE: The signature to any endorsement hereon must
                    correspond with the name as written upon the face of
                    this Certificate in every particular, without
                    alteration, enlargement or change.

          THE SIGNATURE(S) SHOULD BE
     GUARANTEED BY AN "ELIGIBLE
     GUARANTOR INSTITUTION" AS
     DEFINED IN RULE 17AD-15 UNDER
     THE SECURITIES & EXCHANGE ACT OF
     1934, AS AMENDED
                           (Signature)

          SIGNATURE(S) GUARANTEED:
                           (Signature)
<PAGE>
     No  assignment  or  transfer of the Common  Units  evidenced
hereby  will  be  registered  on the  books  of  El  Paso  Energy
Partners, L.P. unless the Certificate evidencing the Common Units
to be transferred is surrendered for registration or transfer and
an   Application  for  Transfer  of  Common  Units  (a  "Transfer
Application") has been executed by a transferee either (a) on the
form  set  forth below or (b) on a separate application that  the
Partnership will furnish on request without charge.  A transferor
of  the  Common  Units shall have no duty to the transferee  with
respect  to  execution of the Transfer Application in  order  for
such  transferee  to obtain registration of the transfer  of  the
Common Units.

            APPLICATION FOR TRANSFER OF COMMON UNITS

     The undersigned ("Applicant") hereby applies for transfer to
the name of the Applicant of the Common Units evidenced hereby.

     The  Applicant  (a)  requests  admission  as  a  Substituted
Limited  Partner and agrees to comply with and be bound  by,  and
hereby  executes,  the Second Amended and Restated  Agreement  of
Limited  Partnership  of  El  Paso Energy  Partners,  L.P.,  (the
"Partnership") as amended, supplemented or restated to  the  date
hereof (the "Partnership Agreement"), (b) represents and warrants
that the Applicant has all right, power and authority and, if  an
individual,  the capacity necessary to enter into the Partnership
Agreement,  (c) appoints the General Partner and, if a Liquidator
shall  be  appointed, the Liquidator of the  Partnership  as  the
Applicant's attorney to execute, swear to, acknowledge  and  file
any  document,  including,  without limitation,  the  Partnership
Agreement  and  any  amendment thereto  and  the  Certificate  of
Limited Partnership of the Partnership and any amendment thereto,
necessary  or  appropriate  for the Applicant's  admission  as  a
Substituted  Limited Partner and as a party  to  the  Partnership
Agreement, (d) gives the powers of attorney provided for  in  the
Partnership  Agreement,  (e) makes  the  waivers  and  gives  the
consents and approvals contained in the Partnership Agreement and
(f)  certifies to the Partnership that the Applicant  (including,
to the best of the Applicant's knowledge, any person for whom the
Applicant  will  hold the Common Units) is an  Eligible  Citizen.
Capitalized  terms not defined herein have the meanings  assigned
to such terms in the Partnership Agreement.

Date:
                     Signature of Applicant
                  Name and Address of Applicant

          Social Security or other identifying
Purchase Price including commissions, if any
                     number of Applicant

Type of Entity (check one)

[]    Individual          [] Partnership        []  Corporation
[]  Trust       []  Other (specify)

Nationality (check one)

[] United States Citizen, Resident or Domestic Entity   []    Non-
resident Alien                   []  Foreign Corporation

     If  the  United States Citizen, Resident or Domestic  Entity
box is checked, the following certification must be completed.
<PAGE>
     Under  Section 1445(c) of the Internal Revenue Code of 1986,
as  amended (the "Code"), the Partnership must withhold tax  with
respect  to  certain transfers of property  if  a  holder  of  an
interest  in the Partnership is a foreign person.  To inform  the
Partnership that no withholding is required with respect  to  the
undersigned  interest-holders interest  in  it,  the  undersigned
hereby certifies the following (or, if applicable, certifies  the
following on behalf of the interest-holder):

Complete either A or B:

     A.        Individual Interest-Holder

       1.I  am  not a non-resident alien for purposes  of  United
       States income taxation.

       2.My  United  States taxpayer identifying  number  (Social
       Security Number) is                                     .

       3.My home address is                                    .

       4.My year end for tax reporting purposes is             .

     B.        Partnership, Corporate or Other Interest-Holder

       1.     (Name of Interest-Holder)
       is   not   a  foreign  corporation,  foreign  partnership,
       foreign  trust  or  foreign estate (as  those-  terms  are
       defined in the Code and Treasury Regulations).

       2. The   interest-holder's  U.S.  employer   identification
       number is                                               .

       3. The   interest-holder's  office  address  and  place  of
          incorporation (if applicable) is
                                                                .

       4. The   interest-holder's  year  end  for  tax   reporting
          purposes is                                           .

     The  interest-holder agrees to notify the Partnership within
sixty (60) days of the date the interest-holder becomes a foreign
person.

     The interest-holder understands that this Certificate may be
disclosed to the Internal Revenue Service by the Partnership  and
that any false statement contained herein could be punishable  by
fine, imprisonment or both.

     Under  penalties of perjury, I declare that I have  examined
this certification and to the best of my knowledge and belief  it
is  true,  correct  and  complete and, if applicable,  I  further
declare that I have authority to sign this document on behalf of

                     Name of Interest-Holder

                       Signature and Date

                      Title (if applicable)

     NOTE:  If  the  Applicant is a broker, dealer,  bank,  trust
company,  clearing corporation, other nominee holder or an  agent
of  any of the foregoing, and is holding the Common Units for the
account of any other person, this application should be completed
by an officer thereof or, in the case of a broker or dealer, by a
registered  representative  who  is  a  member  of  a  registered
national   securities  exchange  or  a  member  of  the  National
Association  of Securities Dealers, Inc. or, in the case  of  any
other nominee holder, a person performing a similar function.  If
the  Applicant is a broker, dealer, bank, trust company, clearing
corporation,  other  nominee owner or an  agent  of  any  of  the
foregoing, the above certification as to any Person for whom  the
Applicant will hold the Common Units shall be made to the best of
the Applicant's knowledge.



<PAGE>
                           EXHIBIT A-3
         to the Second Amended and Restated Agreement of
                     Limited Partnership of
                  El Paso Energy Partners, L.P.

        Certificate Evidencing Series B Preference Units
             Representing Limited Partner Interests

                  EL PASO ENERGY PARTNERS, L.P.
    (A limited partnership formed under the laws of Delaware)

No.__________                __________ Series B Preference Units


     EL  PASO ENERGY PARTNERS COMPANY, a Delaware corporation, as
the  General Partner of EL PASO ENERGY PARTNERS, L.P., a Delaware
Limited  partnership (the "Partnership"), hereby  certifies  that
____________  (the "Holder") is the registered owner  of  _______
Series  B Preference Units representing limited partner interests
in the Partnership (the "Series B Preference Units") transferable
on  the books of the Partnership, in person or by duly authorized
attorney,  upon  surrender of this Certificate properly  endorsed
and  accompanied by a properly executed application for  transfer
of the Series B Preference Units represented by this Certificate.
The   rights,  preferences  and  limitations  of  the  Series   B
Preference Units are set forth in, and this Certificate  and  the
Series B Preference Units represented hereby are issued and shall
in  all  respects be subject to the terms and provisions of,  the
Second  Amended and Restated Agreement of Limited Partnership  of
El  Paso  Energy  Partners,  L.P., as  amended,  supplemented  or
restated from time to time (the "Partnership Agreement").  Copies
of  the  Partnership  Agreement are  on  file  at,  and  will  be
furnished  without charge on delivery of written request  to  the
Partnership at the principal office of the Partnership located at
the  El  Paso  Building,  1001 Louisiana, Houston,  Texas  77002.
Capitalized  terms  used herein but not defined  shall  have  the
meanings given them in the Partnership Agreement.
<PAGE>
     The Holder, by accepting this Certificate, is deemed to have
(a)  requested  admission as, and agreed  to  become,  a  Limited
Partner or a Substituted Limited Partner, as applicable,  and  to
have  agreed to comply with and be bound by and to have  executed
the Partnership Agreement, (b) represented and warranted that the
Holder  has all right, power and authority and, if an individual,
the  capacity necessary to enter into the Partnership  Agreement,
(c)  appointed the General Partner and, if a Liquidator shall  be
appointed,  the  Liquidator of the Partnership  as  the  Holder's
attorney to execute, swear to, acknowledge and file any document,
including, without limitation, the Partnership Agreement and  any
amendment  thereto and the Certificate of Limited Partnership  of
the   Partnership  and  any  amendment  thereto,   necessary   or
appropriate for the Holder's admission as a Limited Partner or  a
Substituted  Limited Partner, as applicable, in  the  Partnership
and as a party to the Partnership Agreement, (d) given the powers
of  attorney provided for in the Partnership Agreement, (e)  made
the waivers and given the consents and approvals contained in the
Partnership  Agreement and (f) certified to the Partnership  that
the Holder (including, to the best of the Holder's knowledge, any
person for whom the Holder holds the Common Units) is an Eligible
Citizen.

     This  Certificate shall not be valid for any purpose  unless
it  has  been countersigned and registered by the Transfer  Agent
and Registrar.

EL PASO ENERGY PARTNERS COMPANY,   Dated:
as General Partner

By:  /s/  James H. Lytal           Countersigned and Registered
by:       James H. Lytal
          President
                                   CHASE MELLON SHAREHOLDER
                                   SERVICES
By:  /s/  David L. Siddall         as Transfer Agent and
          David L. Siddall           Registrar
         Secretary

                                   By:_______________________
                                         Authorized Signature
<PAGE>
                    [Reverse of Certificate]


                          ABBREVIATIONS


     The following abbreviations, when used in the inscription on
the  face  of  this  Certificate, shall be construed  as  follows
according to applicable laws or regulations:

TEN COM    -  as tenants in     UNIF GIFT MIN ACT-  Custodian
            common
TEN ENT    -  as tenants by the                  (Cust)   (Minor)
            entireties
JT TEN     -  as joint tenants                  Under Uniform Gifts
            with right of                       to Minors Act
            survivorship and
            not as tenants in                      (State)
            common

     Additional abbreviations, though not in the above list,  may
also be used.

                   ASSIGNMENT OF COMMON UNITS
                               in
                  EL PASO ENERGY PARTNERS, L.P.

      IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
    DUE TO TAX SHELTER STATUS OF EL PASO ENERGY PARTNERS, LP.


     You  have  acquired an interest in El Paso Energy  Partners,
L.P., the El Paso Building, 1001 Louisiana, Houston, Texas 77002,
whose taxpayer identification number is 76-0385475.  The Internal
Revenue  Service  has issued El Paso Energy  Partners,  L.P.  the
following  tax  shelter registration number:  __________________.
If there is no number in the blank in the preceding sentence, the
number will be furnished to the Holder when it is received.

     YOU  MUST  REPORT THIS REGISTRATION NUMBER TO  THE  INTERNAL
REVENUE  SERVICE  IF YOU CLAIM ANY DEDUCTION,  LOSS,  CREDIT,  OR
OTHER  TAX  BENEFIT  OR  REPORT ANY  INCOME  BY  REASON  OF  YOUR
INVESTMENT IN EL PASO ENERGY PARTNERS, L.P.

     You  must report the registration number as well as the name
and  taxpayer  identification number of El Paso Energy  Partners,
L.P.  on  Internal  Revenue Code Form 8271.  FORM  8271  MUST  BE
ATTACHED  TO  THE RETURN ON WHICH YOU CLAIM THE DEDUCTION,  LOSS,
CREDIT,  OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY  REASON  OF
YOUR INVESTMENT IN EL PASO ENERGY PARTNERS, L.P.

     If  you  transfer your interest in El Paso Energy  Partners,
L.P.  to another person, you are required by the Internal Revenue
Service to keep a list containing (a) that person's name, address
and  taxpayer  identification number, (b) the date on  which  you
transferred  the  interest  and (c) the  name,  address  and  tax
shelter registration number of El Paso Energy Partners,  LP.   If
you  do  not  want  to keep such a list, you must  (1)  send  the
information specified above to the General Partner, who will keep
the  list for this tax shelter and (2) give a copy of this notice
to the person to whom you transfer your interest  Your failure to
comply  with  any  of the above-described responsibilities  could
result  in  the imposition of a penalty under Section 6707(b)  or
6708(a) of the Internal Revenue Service Code of 1986, as amended,
unless such failure is shown to be due to reasonable cause.

     ISSUANCE  OF  A  REGISTRATION NUMBER DOES NOT INDICATE  THAT
THIS  INVESTMENT OR THE CLAIMED TAX BENEFITS HAVE BEEN  REVIEWED,
EXAMINED, OR APPROVED BY THE INTERNAL REVENUE SERVICE.

     FOR  VALUE  RECEIVED,  __________ hereby  assigns,  conveys,
sells and transfers unto


    (Please print or typewrite name and address of Assignee)



                (Please insert Social Security or
                   other identifying number of
                            Assignee)

______________  Series  B Preference Units  representing  limited
partner interests evidenced by this Certificate, subject  to  the
Partnership Agreement, and does hereby irrevocably constitute and
appoint  ___________________ as its  attorney-in-fact  with  full
power  of  substitution to transfer the same on the books  of  El
Paso Energy Partners, L.P.
<PAGE>
Date:          NOTE: The signature to any endorsement hereon must
                     correspond with the name as written upon the face of
                     this Certificate in every particular, without
                     alteration, enlargement or change.

     THE SIGNATURE(S) SHOULD BE
     GUARANTEED BY AN "ELIGIBLE
     GUARANTOR INSTITUTION" AS
     DEFINED IN RULE 17AD-15 UNDER
     THE SECURITIES & EXCHANGE ACT OF
     1934, AS AMENDED
                           (Signature)

          SIGNATURE(S) GUARANTEED:
                           (Signature)

     No  assignment or transfer of the Series B Preference  Units
evidenced  hereby  will be registered on the  books  of  El  Paso
Energy  Partners,  L.P.  unless the  Certificate  evidencing  the
Series  B  Preference Units to be transferred is surrendered  for
registration  or  transfer  and an Application  for  Transfer  of
Series  B  Preference Units (a "Transfer Application")  has  been
executed  by a transferee either (a) on the form set forth  below
or  (b)  on  a  separate  application that the  Partnership  will
furnish on request without charge.  A transferor of the Series  B
Preference  Units  shall  have no duty  to  the  transferee  with
respect  to  execution of the Transfer Application in  order  for
such  transferee  to obtain registration of the transfer  of  the
Series B Preference Units.

      APPLICATION FOR TRANSFER OF SERIES B PREFERENCE UNITS

     The undersigned ("Applicant") hereby applies for transfer to
the  name  of  the  Applicant of the Series  B  Preference  Units
evidenced hereby.

     The  Applicant  (a)  requests  admission  as  a  Substituted
Limited  Partner and agrees to comply with and be bound  by,  and
hereby  executes,  the Second Amended and Restated  Agreement  of
Limited  Partnership  of  El  Paso Energy  Partners,  L.P.,  (the
"Partnership") as amended, supplemented or restated to  the  date
hereof (the "Partnership Agreement"), (b) represents and warrants
that the Applicant has all right, power and authority and, if  an
individual,  the capacity necessary to enter into the Partnership
Agreement,  (c) appoints the General Partner and, if a Liquidator
shall  be  appointed, the Liquidator of the  Partnership  as  the
Applicant's attorney to execute, swear to, acknowledge  and  file
any  document,  including,  without limitation,  the  Partnership
Agreement  and  any  amendment thereto  and  the  Certificate  of
Limited Partnership of the Partnership and any amendment thereto,
necessary  or  appropriate  for the Applicant's  admission  as  a
Substituted  Limited Partner and as a party  to  the  Partnership
Agreement, (d) gives the powers of attorney provided for  in  the
Partnership  Agreement,  (e) makes  the  waivers  and  gives  the
consents and approvals contained in the Partnership Agreement and
(f)  certifies to the Partnership that the Applicant  (including,
to the best of the Applicant's knowledge, any person for whom the
Applicant will hold the Series B Preference Units) is an Eligible
Citizen.   Capitalized terms not defined herein have the meanings
assigned to such terms in the Partnership Agreement.

Date:
                     Signature of Applicant
                  Name and Address of Applicant

          Social Security or other identifying
Purchase Price including commissions, if any
                     number of Applicant

Type of Entity (check one)

[]    Individual          [] Partnership      []    Corporation
[]  Trust       []  Other (specify)

Nationality (check one)

[] United States Citizen, Resident or Domestic Entity   []    Non-
resident Alien                   []  Foreign Corporation

     If  the  United States Citizen, Resident or Domestic  Entity
box is checked, the following certification must be completed.

     Under  Section 1445(c) of the Internal Revenue Code of 1986,
as  amended (the "Code"), the Partnership must withhold tax  with
respect  to  certain transfers of property  if  a  holder  of  an
interest  in the Partnership is a foreign person.  To inform  the
Partnership that no withholding is required with respect  to  the
undersigned  interest-holders interest  in  it,  the  undersigned
hereby certifies the following (or, if applicable, certifies  the
following on behalf of the interest-holder):
<PAGE>
Complete either A or B:

     A.        Individual Interest-Holder

       1.I  am  not a non-resident alien for purposes  of  United
       States income taxation.

       2.My  United  States taxpayer identifying  number  (Social
       Security Number) is                                     .

       3.My home address is                                    .

       4.My year end for tax reporting purposes is             .

     B.        Partnership, Corporate or Other Interest-Holder

       1.
                    (Name of Interest-Holder)
       is   not   a  foreign  corporation,  foreign  partnership,
       foreign  trust  or  foreign estate (as  those-  terms  are
       defined in the Code and Treasury Regulations).

       2.The   interest-holder's  U.S.  employer   identification
       number is                                               .

       3.The   interest-holder's  office  address  and  place  of
          incorporation (if applicable) is
                                                                .

       4.The   interest-holder's  year  end  for  tax   reporting
          purposes is                                           .

     The  interest-holder agrees to notify the Partnership within
sixty (60) days of the date the interest-holder becomes a foreign
person.

     The interest-holder understands that this Certificate may be
disclosed to the Internal Revenue Service by the Partnership  and
that any false statement contained herein could be punishable  by
fine, imprisonment or both.

     Under  penalties of perjury, I declare that I have  examined
this certification and to the best of my knowledge and belief  it
is  true,  correct  and  complete and, if applicable,  I  further
declare that I have authority to sign this document on behalf of

                     Name of Interest-Holder

                       Signature and Date

                      Title (if applicable)

NOTE: If the Applicant is a broker, dealer, bank, trust company,
clearing corporation, other nominee holder or an agent of any of
the foregoing, and is holding the Series B Preference Units for
the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or
dealer, by a registered representative who is a member of a
registered national securities exchange or a member of the
National Association of Securities Dealers, Inc. or, in the case
of any other nominee holder, a person performing a similar
function.  If the Applicant is a broker, dealer, bank, trust
company, clearing corporation, other nominee owner or an agent of
any of the foregoing, the above certification as to any Person
for whom the Applicant will hold the Series B Preference Units
shall be made to the best of the Applicant's knowledge.