<PAGE>
                                                                    EXHIBIT 10.3

                           SECOND AMENDED AND RESTATED

                        AGREEMENT OF LIMITED PARTNERSHIP

                                       OF

                          WILLIAMS ENERGY PARTNERS L.P.

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                                TABLE OF CONTENTS

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                                                      ARTICLE I.
                                                      DEFINITIONS

Section 1.1.      Definitions.................................................................................      5
Section 1.2.      Construction................................................................................     24

                                               ARTICLE II. ORGANIZATION

Section 2.1.      Formation...................................................................................     25
Section 2.2.      Name........................................................................................     25
Section 2.3.      Registered Office; Registered Agent; Principal Office; Other Offices........................     25
Section 2.4.      Purpose and Business........................................................................     25
Section 2.5.      Powers......................................................................................     26
Section 2.6.      Power of Attorney...........................................................................     26
Section 2.7.      Term........................................................................................     27
Section 2.8.      Title to Partnership Assets.................................................................     28
Section 2.9.      Certain Undertakings Relating to the Separateness of the Partnership........................     28

                                                     ARTICLE III.
                                              RIGHTS OF LIMITED PARTNERS

Section 3.1.      Limitation of Liability.....................................................................     29
Section 3.2.      Management of Business......................................................................     29
Section 3.3.      Outside Activities of the Limited Partners..................................................     30
Section 3.4.      Rights of Limited Partners..................................................................     30

                                                      ARTICLE IV.
                           CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
                                          REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1.      Certificates................................................................................     31
Section 4.2.      Mutilated, Destroyed, Lost or Stolen Certificates...........................................     31
Section 4.3.      Record Holders..............................................................................     32
Section 4.4.      Transfer Generally..........................................................................     32
Section 4.5.      Registration and Transfer of Limited Partner Interests......................................     33
Section 4.6.      Transfer of the General Partner's General Partner Interest..................................     34
Section 4.7.      Transfer of Incentive Distribution Rights...................................................     34
Section 4.8.      Restrictions on Transfers...................................................................     35
Section 4.9.      Citizenship Certificates; Non-citizen Assignees.............................................     36
Section 4.10.     Redemption of Partnership Interests of Non-citizen Assignees................................     36

                                                      ARTICLE V.
                              CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1.      Organizational Contributions................................................................     38
Section 5.2.      Contributions by the General Partner and its Affiliates.....................................     38
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Section 5.3.      Contributions by Initial Limited Partners and Reimbursement of the General Partner..........     39
Section 5.4.      Interest and Withdrawal.....................................................................     39
Section 5.5.      Capital Accounts............................................................................     40
Section 5.6.      Issuances of Additional Partnership Securities..............................................     42
Section 5.7.      Limitations on Issuance of Additional Partnership Securities................................     43
Section 5.8.      Conversion of Subordinated Units............................................................     45
Section 5.9.      Limited Preemptive Right....................................................................     47
Section 5.10.     Splits and Combination......................................................................     47
Section 5.11.     Fully Paid and Non-Assessable Nature of Limited Partner Interests...........................     48
Section 5.12.     Establishment of Class B Common Units.......................................................     48

                                                      ARTICLE VI.
                                             ALLOCATIONS AND DISTRIBUTIONS

Section 6.1.      Allocations for Capital Account Purposes....................................................     50
Section 6.2.      Allocations for Tax Purposes................................................................     58
Section 6.3.      Requirement and Characterization of Distributions; Distributions to Record Holders..........     60
Section 6.4.      Distributions of Available Cash from Operating Surplus......................................     60
Section 6.5.      Distributions of Available Cash from Capital Surplus........................................     62
Section 6.6.      Adjustment of Minimum Quarterly Distribution and Target Distribution Levels.................     63
Section 6.7.      Special Provisions Relating to the Holders of Subordinated Units............................     63
Section 6.8.      Special Provisions Relating to the Holders of Incentive Distribution Rights.................     64
Section 6.9.      Entity-Level Taxation.......................................................................     64

                                                     ARTICLE VII.
                                         MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1.      Management..................................................................................     64
Section 7.2.      Certificate of Limited Partnership..........................................................     66
Section 7.3.      Restrictions on General Partner's Authority.................................................     67
Section 7.4.      Reimbursement of the General Partner........................................................     68
Section 7.5.      Outside Activities..........................................................................     69
Section 7.6.      Loans from the General Partner; Loans or Contributions from the Partnership;
                  Contracts with Affiliates; Certain Restrictions on the General Partner......................     70
Section 7.7.      Indemnification.............................................................................     71
Section 7.8.      Liability of Indemnitees....................................................................     73
Section 7.9.      Resolution of Conflicts of Interest.........................................................     74
Section 7.10.     Other Matters Concerning the General Partner................................................     75
Section 7.11.     Purchase or Sale of Partnership Securities..................................................     76
Section 7.12.     Registration Rights of the General Partner and its Affiliates...............................     76
Section 7.13.     Reliance by Third Parties...................................................................     78

                                                     ARTICLE VIII.
                                        BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1.      Records and Accounting......................................................................     79
Section 8.2.      Fiscal Year.................................................................................     79
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Section 8.3.      Reports.....................................................................................     79

                                                      ARTICLE IX.
                                                      TAX MATTERS

Section 9.1.      Tax Returns and Information.................................................................     80
Section 9.2.      Tax Elections...............................................................................     80
Section 9.3.      Tax Controversies...........................................................................     80
Section 9.4.      Withholding.................................................................................     80

                                                      ARTICLE X.
                                                 ADMISSION OF PARTNERS

Section 10.1.     Admission of Initial Limited Partners.......................................................     81
Section 10.2.     Admission of Substituted Limited Partner....................................................     81
Section 10.3.     Admission of Successor General Partner......................................................     82
Section 10.4.     Admission of Additional Limited Partners....................................................     82
Section 10.5.     Amendment of Agreement and Certificate of Limited Partnership...............................     82

                                                      ARTICLE XI.
                                           WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1.     Withdrawal of the General Partner...........................................................     82
Section 11.2.     Removal of the General Partner..............................................................     84
Section 11.3.     Interest of Departing Partner and Successor General Partner.................................     85
Section 11.4.     Termination of Subordination Period, Conversion of Subordinated
                  Units and Extinguishment of Cumulative Common Unit Arrearages...............................     86
Section 11.5.     Withdrawal of Limited Partners..............................................................     86

                                                     ARTICLE XII.
                                              DISSOLUTION AND LIQUIDATION

Section 12.1.     Dissolution.................................................................................     86
Section 12.2.     Continuation of the Business of the Partnership After Dissolution...........................     87
Section 12.3.     Liquidator..................................................................................     88
Section 12.4.     Liquidation.................................................................................     88
Section 12.5.     Cancellation of Certificate of Limited Partnership..........................................     89
Section 12.6.     Return of Contributions.....................................................................     89
Section 12.7.     Waiver of Partition.........................................................................     89
Section 12.8.     Capital Account Restoration.................................................................     89

                                                     ARTICLE XIII.
                               AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1.     Amendment to be Adopted Solely by the General Partner.......................................     90
Section 13.2.     Amendment Procedures........................................................................     91
Section 13.3.     Amendment Requirements......................................................................     92
Section 13.4.     Special Meetings............................................................................     93
Section 13.5.     Notice of a Meeting.........................................................................     93
Section 13.6.     Record Date.................................................................................     93
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Section 13.7.     Adjournment.................................................................................     93
Section 13.8.     Waiver of Notice; Approval of Meeting; Approval of Minutes..................................     94
Section 13.9.     Quorum......................................................................................     94
Section 13.10.    Conduct of a Meeting........................................................................     95
Section 13.11.    Action Without a Meeting....................................................................     95
Section 13.12.    Voting and Other Rights.....................................................................     96

                                                     ARTICLE XIV.
                                                        MERGER

Section 14.1.     Authority...................................................................................     96
Section 14.2.     Procedure for Merger or Consolidation.......................................................     96
Section 14.3.     Approval by Limited Partners of Merger or Consolidation.....................................     97
Section 14.4.     Certificate of Merger.......................................................................     98
Section 14.5.     Effect of Merger............................................................................     98

                                                      ARTICLE XV.
                                      RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1.     Right to Acquire Limited Partner Interests..................................................     99

                                                     ARTICLE XVI.
                                                  GENERAL PROVISIONS

Section 16.1.     Addresses and Notices.......................................................................    100
Section 16.2.     Further Action..............................................................................    101
Section 16.3.     Binding Effect..............................................................................    101
Section 16.4.     Integration.................................................................................    101
Section 16.5.     Creditors...................................................................................    101
Section 16.6.     Waiver......................................................................................    102
Section 16.7.     Counterparts................................................................................    102
Section 16.8.     Applicable Law..............................................................................    102
Section 16.9.     Invalidity of Provisions....................................................................    102
Section 16.10.    Consent of Partners.........................................................................    102
Section 16.11.    Amendments to Reflect GP Reorganization Agreement...........................................    102
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<PAGE>

                           SECOND AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                          WILLIAMS ENERGY PARTNERS L.P.

[NOTE: APPROPRIATE CHANGES WILL BE MADE WHEN THE GENERAL PARTNER INTEREST IS
TRANSFERRED TO A NEW GP.]

      THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
WILLIAMS ENERGY PARTNERS L.P. dated as of ___________ __, 2002, is entered into
by and among Williams GP LLC, a Delaware limited liability company, as the
General Partner, and Williams GP LLC, as the lawful agent and attorney-in-fact
for the Limited Partners, together with any other Persons who become Partners in
the Partnership or parties hereto as provided herein.

      WHEREAS, the General Partner and the other parties thereto entered into
that certain Amended and Restated Agreement of Limited Partnership of the
Partnership dated as of February 9, 2001 (the "2001 Agreement");

      WHEREAS, the General Partner and the other parties thereto entered into
that certain Reorganization Agreement (the "GP Reorganization Agreement"), dated
as of March 4, 2002, pursuant to which the General Partner transferred its
general partner interest in the Operating Partnership to the Operating General
Partner;

      WHEREAS, the General Partner effected Amendment No. 1 to the 2001
Agreement on April 11, 2002 to provide for the issuance of Class B Common Units;

      WHEREAS, the General Partner desires to amend and restate the 2001
Agreement in its entirety to reflect each of the foregoing amendments together
with such other changes as the General Partner has determined are necessary and
appropriate; and

      WHEREAS, Section 13.1 of the 2001 Agreement permits the General Partner,
without the approval of any Limited Partner or Assignee, to amend the 2001
Agreement to effect the intent hereof.

      NOW, THEREFORE, the General Partner does hereby amend and restate the 2001
Agreement to provide, in its entirety, as follows:

                                   ARTICLE I.
                                   DEFINITIONS

Section 1.1. Definitions.

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

      "Acquisition" means any transaction in which any Group Member acquires
(through an asset acquisition, merger, stock acquisition or other form of
investment) control over all or a

<PAGE>

portion of the assets, properties or business of another Person for the purpose
of increasing the operating capacity or revenues of the Partnership Group from
the operating capacity or revenues of the Partnership Group existing immediately
prior to such transaction.

      "Additional Book Basis" means the portion of any remaining Carrying Value
of an Adjusted Property that is attributable to positive adjustments made to
such Carrying Value as a result of Book-Up Events. For purposes of determining
the extent that Carrying Value constitutes Additional Book Basis:

            (i) Any negative adjustment made to the Carrying Value of an
      Adjusted Property as a result of either a Book-Down Event or a Book-Up
      Event shall first be deemed to offset or decrease that portion of the
      Carrying Value of such Adjusted Property that is attributable to any prior
      positive adjustments made thereto pursuant to a Book-Up Event or Book-Down
      Event.

            (ii) If Carrying Value that constitutes Additional Book Basis is
      reduced as a result of a Book-Down Event and the Carrying Value of other
      property is increased as a result of such Book-Down Event, an allocable
      portion of any such increase in Carrying Value shall be treated as
      Additional Book Basis; provided that the amount treated as Additional Book
      Basis pursuant hereto as a result of such Book-Down Event shall not exceed
      the amount by which the Aggregate Remaining Net Positive Adjustments after
      such Book-Down Event exceeds the remaining Additional Book Basis
      attributable to all of the Partnership's Adjusted Property after such
      Book-Down Event (determined without regard to the application of this
      clause (ii) to such Book-Down Event).

      "Additional Book Basis Derivative Items" means any Book Basis Derivative
Items that are computed with reference to Additional Book Basis. To the extent
that the Additional Book Basis attributable to all of the Partnership's Adjusted
Property as of the beginning of any taxable period exceeds the Aggregate
Remaining Net Positive Adjustments as of the beginning of such period (the
"Excess Additional Book Basis"), the Additional Book Basis Derivative Items for
such period shall be reduced by the amount that bears the same ratio to the
amount of Additional Book Basis Derivative Items determined without regard to
this sentence as the Excess Additional Book Basis bears to the Additional Book
Basis as of the beginning of such period.

      "Additional Limited Partner" means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 10.4 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 fiscal 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) 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 fiscal 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 fiscal year, are reasonably expected to be made to
such Partner in subsequent years in accordance with the terms


                                      -6-
<PAGE>

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 6.1(d)(i) or 6.1(d)(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" of a Partner in respect of a General Partner
Interest, a Common Unit, a Subordinated Unit or an Incentive Distribution Right
or any other specified interest in the Partnership shall be the amount which
such Adjusted Capital Account would be if such General Partner Interest, Common
Unit, Subordinated Unit, Incentive Distribution Right or other interest in the
Partnership were the only interest in the Partnership held by a Partner from and
after the date on which such General Partner Interest, Common Unit, Subordinated
Unit, Incentive Distribution Right or other interest was first issued.

      "Adjusted Operating Surplus" means, with respect to any period, Operating
Surplus generated during such period (a) less (i) any net increase in Working
Capital Borrowings during such period and (ii) any net reduction in cash
reserves for Operating Expenditures during such period not relating to an
Operating Expenditure made during such period, and (b) plus (i) any net decrease
in Working Capital Borrowings during such period and (ii) any net increase in
cash reserves for Operating Expenditures during such period required by any debt
instrument for the repayment of principal, interest or premium. Adjusted
Operating Surplus does not include that portion of Operating Surplus included in
clause (a)(i) of the definition of Operating Surplus.

      "Adjusted Property" means any property the Carrying Value of which has
been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).

      "Affiliate" means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term "control" means the possession, direct or indirect, 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.

      "Aggregate Remaining Net Positive Adjustments" means, as of the end of any
taxable period, the sum of the Remaining Net Positive Adjustments of all the
Partners.

      "Agreed Allocation" means any allocation, other than a Required
Allocation, of an item of income, gain, loss or deduction pursuant to the
provisions of Section 6.1, including, without limitation, a Curative Allocation
(if appropriate to the context in which the term "Agreed Allocation" is used).

      "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 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 each separate property on a basis proportional to the fair market value of
each Contributed Property.


                                      -7-
<PAGE>

      "Agreement" means this Second Amended and Restated Agreement of Limited
Partnership of Williams Energy Partners L.P., as it may be amended, supplemented
or restated from time to time.

      "Assignee" means a Non-citizen Assignee or a Person to whom one or more
Limited Partner Interests 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 been admitted as a Substituted Limited
Partner.

      "Associate" means, when used to indicate a relationship with any Person,
(a) any corporation or organization of which such Person is a director, officer
or partner or is, directly or indirectly, the owner of 20% or more of any class
of voting stock or other voting interest; (b) any trust or other estate in which
such Person has at least a 20% beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity; and (c) any relative or
spouse of such Person, or any relative of such spouse, who has the same
principal residence as such Person.

      "Available Cash" means, with respect to any Quarter ending prior to the
Liquidation Date,

            (a) the sum of (i) all cash and cash equivalents of the Partnership
      Group on hand at the end of such Quarter, and (ii) all additional cash and
      cash equivalents of the Partnership Group on hand on the date of
      determination of Available Cash with respect to such Quarter resulting
      from Working Capital Borrowings made subsequent to the end of such
      Quarter, less

            (b) the amount of any cash reserves that is necessary or appropriate
      in the reasonable discretion of the General Partner to (i) provide for the
      proper conduct of the business of the Partnership Group (including
      reserves for future capital expenditures and for anticipated future credit
      needs of the Partnership Group) subsequent to such Quarter, (ii) comply
      with applicable law or any loan agreement, security agreement, mortgage,
      debt instrument or other agreement or obligation to which any Group Member
      is a party or by which it is bound or its assets are subject or (iii)
      provide funds for distributions under Section 6.4 or 6.5 in respect of any
      one or more of the next four Quarters; provided, however, that the General
      Partner may not establish cash reserves pursuant to (iii) above if the
      effect of such reserves would be that the Partnership is unable to
      distribute the Minimum Quarterly Distribution on all Common Units, plus
      any Cumulative Common Unit Arrearage on all Common Units, with respect to
      such Quarter; and, provided further, that disbursements made by a Group
      Member or cash reserves established, increased or reduced after the end of
      such Quarter but on or before the date of determination of Available Cash
      with respect to such Quarter shall be deemed to have been made,
      established, increased or reduced, for purposes of determining Available
      Cash, within such Quarter if the General Partner so determines.

            Notwithstanding the foregoing, "Available Cash" with respect to the
      Quarter in which the Liquidation Date occurs and any subsequent Quarter
      shall equal zero.


                                      -8-
<PAGE>

      "Bank Loan" means the loan evidenced by the Credit Agreement, dated as of
April 11, 2002, among Williams Pipe Line Company, LLC, Williams Energy Partners
L.P., Bank of America, N.A., Lehman Commercial Paper, Inc., Salomon Smith
Barney, Inc., J.P. Morgan Securities, Inc., and Merrill Lynch and Co., as the
same may be extended, amended and restated.

      "Book Basis Derivative Items" means any item of income, deduction, gain or
loss included in the determination of Net Income or Net Loss that is computed
with reference to the Carrying Value of an Adjusted Property (e.g.,
depreciation, depletion, or gain or loss with respect to an Adjusted Property).

      "Book-Down Event" means an event which triggers a negative adjustment to
the Capital Accounts of the Partners pursuant to Section 5.5(d).

      "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 5.5 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.

      "Book-Up Event" means an event which triggers a positive adjustment to the
Capital Accounts of the Partners pursuant to Section 5.5(d).

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

      "Capital Account" means the capital account maintained for a Partner
pursuant to Section 5.5. The "Capital Account" of a Partner in respect of a
General Partner Interest, a Common Unit, a Subordinated Unit, an Incentive
Distribution Right or any other Partnership Interest shall be the amount which
such Capital Account would be if such General Partner Interest, Common Unit,
Subordinated Unit, Incentive Distribution Right or other Partnership Interest
were the only interest in the Partnership held by a Partner from and after the
date on which such General Partner Interest, Common Unit, Subordinated Unit,
Incentive Distribution Right or other Partnership Interest was first issued.

      "Capital Contribution" means any cash, cash equivalents or the Net Agreed
Value of Contributed Property that a Partner contributes to the Partnership
pursuant to this Agreement or the Contribution and Conveyance Agreement.

      "Capital Improvement" means any (a) addition or improvement to the capital
assets owned by any Group Member or (b) acquisition of existing, or the
construction of new capital assets (including, without limitation, pipeline
systems, terminals, storage facilities and related assets), in each case made to
increase the operating capacity or revenues of the Partnership Group from the
operating capacity or revenues of the Partnership Group existing immediately
prior to such addition, improvement, acquisition or construction.


                                      -9-
<PAGE>

      "Capital Surplus" has the meaning assigned to such term in Section 6.3(a).

      "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' and
Assignees' Capital Accounts in respect of such Contributed Property, 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 5.5(d)(i) and 5.5(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.

      "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 (i) substantially in the form of Exhibit
A to this Agreement, (ii) issued in global form in accordance with the rules and
regulations of the Depositary or (iii) in such other form as may be adopted by
the General Partner in its discretion, issued by the Partnership evidencing
ownership of one or more Common Units or a certificate, in such form as may be
adopted by the General Partner in its discretion, issued by the Partnership
evidencing ownership of one or more other Partnership Securities.

      "Certificate of Limited Partnership" means the Certificate of Limited
Partnership of the Partnership filed with the Secretary of State of the State of
Delaware as referenced in Section 2.1, as such Certificate of Limited
Partnership may be amended, supplemented or restated 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.

      "Claim" has the meaning assigned to such term in Section 7.12(c).

      "Closing Date" means the first date on which Common Units are sold by the
Partnership to the Underwriters pursuant to the provisions of the Underwriting
Agreement.

      "Closing Price" has the meaning assigned to such term in Section 15.1(a).

      "Code" means the Internal Revenue Code of 1986, as amended and in effect
from time to time. Any reference herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision of
successor law.

      "Combined Interest" has the meaning assigned to such term in Section
11.3(a).

      "Commission" means the United States Securities and Exchange Commission.


                                      -10-
<PAGE>

      "Common Unit" means a Partnership Security representing a fractional part
of the Partnership Interests of all Limited Partners and Assignees and of the
General Partner (exclusive of its interest as a holder of the General Partner
Interest and Incentive Distribution Rights) and having the rights and
obligations. specified with respect to Common Units in this Agreement. The term
"Common Unit" does not refer to a Subordinated Unit prior to its conversion into
a Common Unit pursuant to the terms hereof.

      "Common Unit Arrearage" means, with respect to any Common Unit, whenever
issued, as to any Quarter within the Subordination Period, the excess, if any,
of (a) the Minimum Quarterly Distribution with respect to a Common Unit in
respect of such Quarter over (b) the sum of all Available Cash distributed with
respect to a Common Unit in respect of such Quarter pursuant to Section
6.4(a)(i).

      "Conflicts Committee" means a committee of the Board of Directors of the
General Partner composed entirely of three or more directors who meet the
independence and experience requirements as set forth most recently by the New
York Stock Exchange.

      "Contributed Property" means each property or other asset, in such form as
may be permitted by the Delaware Act, but excluding cash, contributed to the
Partnership. Once the Carrying Value of a Contributed Property is adjusted
pursuant to Section 5.5(d), such property shall no longer constitute a
Contributed Property, but shall be deemed an Adjusted Property.

      "Contribution and Conveyance Agreement" means that certain Contribution,
Conveyance and Assumption Agreement, dated as of the Closing Date, among the
General Partner, the Partnership, the Operating Partnership and certain other
parties, together with the additional conveyance documents and instruments
contemplated or referenced thereunder.

      "Cumulative Common Unit Arrearage" means, with respect to any Common Unit,
whenever issued, and as of the end of any Quarter, the excess, if any, of (a)
the sum resulting from adding together the Common Unit Arrearage as to an
Initial Common Unit for each of the Quarters within the Subordination Period
ending on or before the last day of such Quarter over (b) the sum of any
distributions theretofore made pursuant to Section 6.4(a)(ii) and the second
sentence of Section 6.5 with respect to an Initial Common Unit (including any
distributions to be made in respect of the last of such Quarters).

      "Curative Allocation" means any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

      "Current Market Price" has the meaning assigned to such term in Section
15.1(a).

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

      "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 11.1 or 11.2.


                                      -11-
<PAGE>

      "Depositary" means, with respect to any Units issued in global form, The
Depository Trust Company and its successors and permitted assigns.

      "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 any Group Member 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 such Group Member to a significant risk of
cancellation or forfeiture of any of its properties or any interest therein.

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

      "Final Subordinated Units" has the meaning assigned to such term in
Section 6.1(d)(x).

      "First Liquidation Target Amount" has the meaning assigned to such term in
Section 6.1(c)(i)(D).

      "First Target Distribution" means $0.5775 per Unit per Quarter (or, with
respect to the period commencing on the Closing Date and ending on March 31,
2001, it means the product of $0.5775 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 6.6 and 6.9.

      "General Partner" means Williams GP LLC and its successors and permitted
assigns as general partner of the Partnership.

      "General Partner Interest" means the ownership interest of the General
Partner in the Partnership (in its capacity as a general partner without
reference to any Limited Partner Interest held by it) which may be evidenced by
Partnership Securities or a combination thereof or interest therein, and
includes any and all benefits to which the General Partner is entitled as
provided in this Agreement, together with all obligations of the General Partner
to comply with the terms and provisions of this Agreement.

      "GP Reorganization Agreement" means the Reorganization Agreement, dated as
of March 4, 2002, among the Partnership, the Operating Partnership, the General
Partner and the Operating General Partner.

      "Group" means a Person that with or through any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent given to such Person in response to a proxy or consent solicitation made
to 10 or more Persons) or disposing of any Partnership Securities with any other
Person that beneficially owns, or whose Affiliates or Associates beneficially
own, directly or indirectly, Partnership Securities.

      "Group Member" means a member of the Partnership Group.


                                      -12-
<PAGE>

      "Holder" as used in Section 7.12, has the meaning assigned to such term in
Section 7.12(a).

      "Incentive Distribution Right" means a non-voting Limited Partner Interest
issued to the General Partner in connection with the transfer of substantially
all of its general partner interest in Williams Ammonia Pipeline, L.P. and
Williams Terminals Holdings, L.P. to the Partnership pursuant to Section 5.2,
which Partnership Interest will confer upon the holder thereof only the rights
and obligations specifically provided in this Agreement with respect to
Incentive Distribution Rights (and no other rights otherwise available to or
other obligations of a holder of a Partnership interest). Notwithstanding
anything in this Agreement to the contrary, the holder of an Incentive
Distribution Right shall not be entitled to vote such Incentive Distribution
Right on any Partnership matter except as may otherwise be required by law.

      "Incentive Distributions" means any amount of cash distributed to the
holders of the Incentive Distribution Rights pursuant to Sections 6.4(a)(v),
(vi) and (vii) and 6.4(b)(iii), (iv) and (v).

      "Indemnified Persons" has the meaning assigned to such term in Section
7.12(c).

      "Indemnitee" means (a) the General Partner, (b) any Departing Partner, (c)
any Person who is or was an Affiliate of the General Partner or any Departing
Partner, (d) any Person who is or was a member, partner, officer, director,
employee, agent or trustee of any Group Member, the General Partner or any
Departing Partner or any Affiliate of any Group Member, the General Partner or
any Departing Partner, and (e) any Person who is or was serving at the request
of the General Partner or any Departing Partner or any Affiliate of the General
Partner or any Departing Partner as an officer, director, employee, member,
partner, agent, fiduciary or trustee of another Person; provided, that a Person
shall not be an Indemnitee by reason of providing, on a fee-for-services basis,
trustee, fiduciary or custodial services.

      "Initial Common Units" means the Common Units sold in the Initial
Offering.

      "Initial Limited Partners" means the General Partner (with respect to the
Incentive Distribution Rights received by it pursuant to Section 5.2) Williams
Natural Gas Liquids, Inc., Williams Energy Services and the Underwriters, in
each case upon being admitted to the Partnership in accordance with Section
10.1.

      "Initial Offering" means the initial offering and sale of Common Units to
the public, as described in the Registration Statement.

      "Initial Unit Price" means (a) with respect to the Common Units and the
Subordinated Units, the initial public offering price per Common Unit at which
the Underwriters offered the Common Units to the public for sale as set forth on
the cover page of the prospectus included as part of the Registration Statement
and first issued at or after the time the Registration Statement first became
effective or (b) 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 each case adjusted as the
General Partner determines to be appropriate to give effect to any distribution,
subdivision or combination of Units.


                                      -13-
<PAGE>

      "Interim Capital Transactions" means the following transactions if they
occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings
of indebtedness and sales of debt securities (other than Working Capital
Borrowings and other than for items purchased on open account in the ordinary
course of business) by any Group Member; (b) sales of equity interests by any
Group Member (other than the Common Units sold to the Underwriters pursuant to
the exercise of their over-allotment option); and (c) sales or other voluntary
or involuntary dispositions of any assets of any Group Member other than (i)
sales or other dispositions of inventory, accounts receivable and other assets
in the ordinary course of business, and (ii) sales or other dispositions of
assets as part of normal retirements or replacements.

      "Issue Price" means the price at which a Unit is purchased from the
Partnership, after taking into account any sales commission or underwriting
discount charged to the Partnership.

      "Limited Partner" means, unless the context otherwise requires, (a) the
Organizational Limited Partner prior to its withdrawal from the Partnership,
each Initial Limited Partner, each Substituted Limited Partner, each Additional
Limited Partner and any Partner upon the change of its status from General
Partner to Limited Partner pursuant to Section 11.3 or (b) solely for purposes
of Articles V, VI, VII and IX, each Assignee; provided, however, that when the
term "Limited Partner" is used herein in the context of any vote or other
approval, including without limitation Articles XIII and XIV, such term shall
not, solely for such purpose, include any holder of an Incentive Distribution
Right except as may otherwise be required by law.

      "Limited Partner Interest" means the ownership interest of a Limited
Partner or Assignee in the Partnership, which may be evidenced by Common Units,
Subordinated Units, Incentive Distribution Rights or other Partnership
Securities or a combination thereof or interest therein, and includes any and
all benefits to which such Limited Partner or Assignee is entitled as provided
in this Agreement, together with all obligations of such Limited Partner or
Assignee to comply with the terms and provisions of this Agreement; provided,
however, that when the term "Limited Partner Interest" is used herein in the
context of any vote or other approval, including without limitation Articles
XIII and XIV, such term shall not, solely for such purpose, include any holder
of an Incentive Distribution Right except as may otherwise be required by law.

      "Liquidation Date" means (a) in the case of an event giving rise to the
dissolution of the Partnership of the type described in clauses (a) and (b) of
the first sentence of Section 12.2, the date on which the applicable time period
during which the holders of Outstanding Units have the right to elect to
reconstitute the Partnership and continue its business has expired without such
an election being made, and (b) in the case of any other event giving rise to
the dissolution of the Partnership, the date on which such event occurs.

      "Liquidator" means one or more Persons selected by the General Partner to
perform the functions described in Section 12.3 as liquidating trustee of the
Partnership within the meaning of the Delaware Act.

      "Merger Agreement" has the meaning assigned to such term in Section 14.1.

      "Minimum Quarterly Distribution" means $0.525 per Unit per Quarter (or
with respect to the period commencing on the Closing Date and ending on
March 31, 2001, it means the product


                                      -14-
<PAGE>

of $0.525 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 6.6 and 6.9.

      "National Securities Exchange" means an exchange registered with the
Commission under Section 6(a) of the Securities Exchange Act of 1934, as
amended, supplemented or restated from time to time, and any successor to such
statute, or the Nasdaq National Market or any successor thereto.

      "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
(as adjusted pursuant to Section 5.5(d)(ii)) 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, in either case, as determined under Section 752 of the Code.

      "Net Income" means, for any taxable year, the excess, if any, of the
Partnership's items of income and gain (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of loss and deduction (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation
of Net Income shall be determined in accordance with Section 5.5(b) and shall
not include any items specially allocated under Section 6.1(d); provided that
the determination of the items that have been specially allocated under Section
6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.

      "Net Loss" means, for any taxable year, the excess, if any, of the
Partnership's items of loss and deduction (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of income and gain (other than
those items taken into account in the computation of Net Termination Gain or Net
Termination Loss) for such taxable year. The items included in the calculation
of Net Loss shall be determined in accordance with Section 5.5(b) and shall not
include any items specially allocated under Section 6.1(d); provided that the
determination of the items that have been specially allocated under Section
6.1(d) shall be made as if Section 6.1(d)(xii) were not in this Agreement.

      "Net Positive Adjustments" means, with respect to any Partner, the excess,
if any, of the total positive adjustments over the total negative adjustments
made to the Capital Account of such Partner pursuant to Book-Up Events and
Book-Down Events.

      "Net Termination Gain" means, for any taxable year, the sum, if positive,
of all items of income, gain, loss or deduction recognized by the Partnership
after the Liquidation Date. The items included in the determination of Net
Termination Gain shall be determined in accordance with Section 5.5(b) and shall
not include any items of income, gain or loss specially allocated under Section
6.1(d).


                                      -15-
<PAGE>

      "Net Termination Loss" means, for any taxable year, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the Partnership
after the Liquidation Date. The items included in the determination of Net
Termination Loss shall be determined in accordance with Section 5.5(b) and shall
not include any items of income, gain or loss specially allocated under Section
6.1(d).

      "Non-citizen Assignee" means a Person whom the General Partner has
determined in its 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 4.9.

      "Nonrecourse Built-in Gain" means with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or pledge
securing a Nonrecourse Liability, the amount of any taxable gain that would be
allocated to the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and
6.2(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
expenditures (including, without limitation, any expenditures described in
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of
Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse
Liability.

      "Nonrecourse Liability" has the meaning set forth in Treasury Regulation
Section 1.752-1(a)(2).

      "Notice of Election to Purchase" has the meaning assigned to such term in
Section 15.1(b).

      "Omnibus Agreement" means that Omnibus Agreement, dated as of the Closing
Date, among The Williams Companies, Inc., Williams Energy Services, LLC,
Williams Natural Gas Liquids, Inc., Williams Pipe Line Company, LLC, Williams
Information Services Corporation, the General Partner, the Partnership and the
Operating Partnership, as such agreement may be amended, supplemented or
restated from time to time.

      "Operating Expenditures" means all Partnership Group expenditures,
including, but not limited to, taxes, reimbursements of the General Partner,
repayment of Working Capital Borrowings, debt service payments, and capital
expenditures, subject to the following:

            (a) Payments (including prepayments) of principal of and premium on
      indebtedness other than Working Capital Borrowings shall not constitute
      Operating Expenditures.

            (b) Operating Expenditures shall not include (i) capital
      expenditures made for Acquisitions or for Capital Improvements, (ii)
      payment of transaction expenses relating to Interim Capital Transactions
      or (iii) distributions to Partners. Where capital expenditures are made in
      part for Acquisitions or for Capital Improvements and in part for other
      purposes, the General Partner's good faith allocation between the amounts
      paid for each shall be conclusive.


                                      -16-
<PAGE>

      "Operating General Partner" means Williams GP Inc., a Delaware corporation
and wholly owned subsidiary of the Partnership, and any successors and permitted
assigns as the general partner of the Operating Partnership.

      "Operating Partnership" means Williams OLP, L.P., a Delaware limited
partnership, and such other Persons that are treated as partnerships for federal
income tax purposes that are majority-owned by the Partnership and controlled by
the Partnership (whether by direct or indirect ownership of the general partner
of such Person or otherwise) and established or acquired for the purpose of
conducting the business of the Partnership.

      "Operating Partnership Agreement" means the agreement of limited
partnership of any Operating Partnership that is a limited partnership, or any
limited liability company agreement of any Operating Partnership that is a
limited liability company that is treated as a partnership for federal income
tax purposes, as such may be amended, supplemented or restated from time to
time.

      "Operating Surplus" means, with respect to any period ending prior to the
Liquidation Date, on a cumulative basis and without duplication,

            (a) the sum of (i) $15 million plus all cash and cash equivalents of
      the Partnership Group on hand as of the close of business on the Closing
      Date, (ii) all cash receipts of the Partnership Group for the period
      beginning on the Closing Date and ending with the last day of such period,
      other than cash receipts from Interim Capital Transactions (except to the
      extent specified in Section 6.5) and (iii) all cash receipts of the
      Partnership Group after the end of such period but on or before the date
      of determination of Operating Surplus with respect to such period
      resulting from Working Capital Borrowings, less

            (b) the sum of (i) Operating Expenditures for the period beginning
      on the Closing Date and ending with the last day of such period and (ii)
      the amount of cash reserves that is necessary or advisable in the
      reasonable discretion of the General Partner to provide funds for future
      Operating Expenditures; provided, however, that disbursements made
      (including contributions to a Group Member or disbursements on behalf of a
      Group Member) or cash reserves established, increased or reduced after the
      end of such period but on or before the date of determination of Available
      Cash with respect to such period shall be deemed to have been made,
      established, increased or reduced, for purposes of determining Operating
      Surplus, within such period if the General Partner so determines.

      Notwithstanding the foregoing, "Operating Surplus" with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.

      "Opinion of Counsel" means a written opinion of counsel (who may be
regular counsel to the Partnership or the General Partner or any of its
Affiliates) acceptable to the General Partner in its reasonable discretion.

      "Option Closing Date" means the date or dates on which any Common Units
are sold by the Partnership to the Underwriters upon exercise of the
Over-Allotment Option.


                                      -17-
<PAGE>

      "Organizational Limited Partner" means Williams Energy Services, LLC in
its capacity as the organizational limited partner of the Partnership pursuant
to this Agreement.

      "Outstanding" means, with respect to Partnership Securities, all
Partnership Securities that are issued by the Partnership and reflected as
outstanding on the Partnership's books and records as of the date of
determination; provided, however, that if at any time any Person or Group (other
than the General Partner or its Affiliates) beneficially owns 20% or more of any
Outstanding Partnership Securities of any class then Outstanding, all
Partnership Securities owned by such Person or Group shall not be voted on any
matter and shall not be considered to be Outstanding when sending notices of a
meeting, of Limited Partners to vote on any matter (unless otherwise required by
law), calculating required votes, determining the presence of a quorum or for
other similar purposes under this Agreement, except that Common Units so owned
shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such
Common Units shall not, however, be treated as a separate class of Partnership
Securities for purposes of this Agreement); provided, further, that the
foregoing limitation shall not apply (i) to any Person or Group who acquired 20%
or more of any Outstanding Partnership Securities of any class then Outstanding
directly from the General Partner or its Affiliates or (ii) to any Person or
Group who acquired 20% or more of any Outstanding Partnership Securities of any
class then Outstanding directly or indirectly from a Person or Group described
in clause (i) provided that the General Partner shall have notified such Person
or Group in writing that such limitation shall not apply; and provided, further,
that none of the Class B Common Units shall be deemed to be Outstanding for
purposes of determining if any Class B Common Units are entitled to
distributions of Available Cash unless such Class B Common Units shall have been
reflected on the books of the Partnership as outstanding during such Quarter and
on the Record Date for the determination of any distribution of Available Cash.

      "Over-Allotment Option" means the over-allotment option granted to the
Underwriters by the Partnership pursuant to the Underwriting Agreement.

      "Parity Units" means Common Units and all other Units of any other class
or series that have the right to participate (i) in distributions of Available
Cash from Operating Surplus pursuant to each of subclauses (a)(i) and (a)(ii) of
Section 6.4 in the same order of priority with respect to the participation of
Common Units in such distributions or (ii) to participate in allocations of Net
Termination Gain pursuant to Section 6.1(c)(i)(B) in the same order of priority
with the Common Units. Units whose participation in such (i) distributions of
Available Cash from Operating Surplus and (ii) allocations of Net Termination
Gain are subordinate in order of priority to such distributions and allocations
on Common Units shall not constitute Parity Units even if such Units are
convertible under certain circumstances into Common Units or Parity Units.

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

      "Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in
Treasury Regulation Section 1.704-2(i)(2).


                                      -18-
<PAGE>

      "Partner Nonrecourse Deductions" means any and all items of loss,
deduction or expenditure (including, without limitation, 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), are attributable to a
Partner Nonrecourse Debt.

      "Partners" means the General Partner and the Limited Partners.

      "Partnership" means Williams Energy Partners L.P., a Delaware limited
partnership, and any successors thereto.

      "Partnership Group" means the Partnership, the Operating Partnership and
any Subsidiary of any such entity, including the Operating General Partner,
treated as a single consolidated entity.

      "Partnership Interest" means an interest in the Partnership, which shall
include the General Partner Interest and Limited Partner Interests.

      "Partnership Minimum Gain" means that amount determined in accordance with
the principles of Treasury Regulation Section 1.704-2(d).

      "Partnership Security" means any class or series of equity interest in the
Partnership (but excluding any options, rights, warrants and appreciation rights
relating to an equity interest in the Partnership), including without
limitation, Common Units, Subordinated Units and Incentive Distribution Rights.

      "Percentage Interest" means as of the date of such determination (a) as to
the General Partner, 2% and (b) as to any Limited Partner or Assignee holding
Units, the product of (i) 98% multiplied by (ii) the quotient of (x) the number
of Units held by such Limited Partner or Assignee divided by (y) the total
number of all Units then Outstanding; provided, however, that following any
issuance of additional Units by the Partnership in accordance with Section 5.6
hereof, proper adjustment shall be made to the Percentage Interest represented
by each Unit to reflect such issuance. The Percentage Interest with respect to
an Incentive Distribution Right shall at all times be zero.

      "Person" means an individual or a corporation, limited liability company,
partnership, joint venture, trust, unincorporated organization, association,
government agency or political subdivision thereof or other entity.

      "Per Unit Capital Amount" means, as of any date of determination, the
Capital Account, stated on a per Unit basis, underlying any Unit held by a
Person other than the General Partner or any Affiliate of the General Partner
who holds Units.

      "Pro Rata" means (a) when modifying Units or any class thereof,
apportioned equally among all designated Units in accordance with their relative
Percentage Interests, (b) when modifying Partners and Assignees, apportioned
among all Partners and Assignees in accordance with their relative Percentage
Interests and (c) when modifying holders of Incentive Distribution Rights,
apportioned equally among all holders of Incentive Distribution Rights in
accordance with the relative number of Incentive Distribution Rights held by
each such holder.


                                      -19-
<PAGE>

      "Purchase Date" means the date determined by the General Partner as the
date for purchase of all Outstanding Units of a certain class (other than Units
owned by the General Partner and its Affiliates) pursuant to Article XV.

      "Quarter" means, unless the context requires otherwise, a fiscal quarter,
or with respect to the first fiscal quarter after the Closing Date the portion
of such fiscal quarter after the Closing Date, of the Partnership.

      "Recapture Income" means any gain recognized by the Partnership (computed
without regard to any adjustment required by Section 734 or Section 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 the Record Holders 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 lawful action of Limited Partners or (b) the
identity of Record Holders entitled to receive any report or distribution or to
participate in any offer.

      "Record Holder" means the Person in whose name a Common Unit is registered
on the books of the Transfer Agent as of the opening of business on a particular
Business Day, or with respect to other Partnership Securities, the Person in
whose name any such other Partnership Security is registered on the books which
the General Partner has caused to be kept as of the opening of business on such
Business Day.

      "Redeemable Interests" means any Partnership Interests for which a
redemption notice has been given, and has not been withdrawn, pursuant to
Section 4.10.

      "Registration Statement" means the Registration Statement on Form S-1
(Registration No. 333-48866) as it has been or as it may be amended or
supplemented from time to time, filed by the Partnership with the Commission
under the Securities Act to register the offering and sale of the Common Units
in the Initial Offering.

      "Remaining Net Positive Adjustments" means as of the end of any taxable
period, (i) with respect to the Unitholders holding Common Units or Subordinated
Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding
Common Units or Subordinated Units as of the end of such period over (b) the sum
of those Partners' Share of Additional Book Basis Derivative Items for each
prior taxable period, (ii) with respect to the General Partner (as holder of the
General Partner Interest), the excess of (a) the Net Positive Adjustments of the
General Partner as of the end of such period over (b) the sum of the General
Partner's Share of Additional Book Basis Derivative Items with respect to the
General Partner Interest for each prior taxable period, and (iii) with respect
to the holders of Incentive Distribution Rights, the excess of (a) the Net
Positive Adjustments of the holders of Incentive Distribution Rights as of the
end of such period over (b) the sum of the Share of Additional Book Basis
Derivative Items of the holders of the Incentive Distribution Rights for each
prior taxable period.


                                      -20-
<PAGE>

      "Required Allocations" means (a) any limitation imposed on any allocation
of Net Losses or Net Termination Losses under Section 6.1(b) or 6.1(c)(ii) and
(b) any allocation of an item of income, gain, loss or deduction pursuant to
Section 6.1(d)(i), 6.1(d)(ii), 6.1(d)(iv), 6.1(d)(vii) or 6.1(d)(ix).

      "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 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate
Book-Tax Disparities.

      "Restricted Business" has the meaning assigned to such term in the Omnibus
Agreement.

      "Second Liquidation Target Amount" has the meaning assigned to such term
in Section 6.1(c)(i)(E).

      "Second Target Distribution" means $0.65625 per Unit per Quarter (or, with
respect to the period commencing on the Closing Date and ending on March 31,
2001, it means the product of $0.65625 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 6.6 and
6.9.

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

      "Services Agreement" means that Operating Services Agreement, dated as of
_________________ among The Williams Companies, Inc., the General Partner, and
various of their Affiliates, as such agreement may be amended, supplemented or
restated from time to time.

      "Share of Additional Book Basis Derivative Items" means in connection with
any allocation of Additional Book Basis Derivative Items for any taxable period,
(i) with respect to the Unitholders holding Common Units or Subordinated Units,
the amount that bears the same ratio to such Additional Book Basis Derivative
Items as the Unitholders' Remaining Net Positive Adjustments as of the end of
such period bears to the Aggregate Remaining Net Positive Adjustments as of that
time, (ii) with respect to the General Partner (as holder of the General Partner
Interest), the amount that bears the same ratio to such additional Book Basis
Derivative Items as the General Partner's Remaining Net Positive Adjustments as
of the end of such period bears to the Aggregate Remaining Net Positive
Adjustment as of that time, and (iii) with respect to the Partners holding
Incentive Distribution Rights, the amount that bears the same ratio to such
Additional Book Basis Derivative Items as the Remaining Net Positive Adjustments
of the Partners holding the Incentive Distribution Rights as of the end of such
period bears to the Aggregate Remaining Net Positive Adjustments as of that
time.

      "Special Approval" means approval by a majority of the members of the
Conflicts Committee.

      "Subordinated Unit" means a Unit representing a fractional part of the
Partnership Interests of all Limited Partners and Assignees (other than of
holders of the Incentive


                                      -21-
<PAGE>

Distribution Rights) and having the rights and obligations specified with
respect to Subordinated Units in this Agreement. The term "Subordinated Unit" as
used herein does not include a Common Unit or Parity Unit. A Subordinated Unit
that is convertible into a Common Unit or a Parity Unit shall not constitute a
Common Unit or Parity Unit until such conversion occurs.

      "Subordination Period" means the period commencing on the Closing Date and
ending on the first to occur of the following dates:

            (a) the first day of any Quarter beginning after December 31, 2005
      in respect of which (i) (A) distributions of Available Cash from Operating
      Surplus on each of the Outstanding Common Units and Subordinated Units
      with respect to each of the three consecutive, non-overlapping
      four-Quarter periods immediately preceding such date equaled or exceeded
      the sum of the Minimum Quarterly Distribution (or portion thereof for the
      first fiscal quarter after the Closing Date) on all Outstanding Common
      Units and Subordinated Units during such periods and (B) the Adjusted
      Operating Surplus generated during each of the three consecutive,
      non-overlapping four-Quarter periods immediately preceding such date
      equaled or exceeded the sum of the Minimum Quarterly Distribution on all
      of the Common Units and Subordinated Units that were Outstanding during
      such periods on a fully diluted basis (i.e., taking into account for
      purposes of such determination all Outstanding Common Units, all
      Outstanding Subordinated Units, all Common Units and Subordinated Units
      issuable upon exercise of employee options that have, as of the date of
      determination, already vested or are scheduled to vest prior to the end of
      the Quarter immediately following the Quarter with respect to which such
      determination is made, and all Common Units and Subordinated Units that
      have as of the date of determination, been earned by but not yet issued to
      management of the Partnership in respect of incentive compensation), plus
      the related distribution on the General Partner Interest in the
      Partnership during such periods and (ii) there are no Cumulative Common
      Unit Arrearages; and

            (b) the date on which the General Partner is removed as general
      partner of the Partnership upon the requisite vote by holders of
      Outstanding Units under circumstances where Cause does not exist and Units
      held by the General Partner and its Affiliates are not voted in favor of
      such removal.

      Notwithstanding any of the provisions of clause (a) of this definition, no
Class B Common Unit shall be deemed Outstanding in any Quarter if (1) such Class
B Common Unit was issued after the end of such Quarter or (2) such Class B
Common Unit has been redeemed by the Partnership prior to the Record Date for
the determination of any distributions of Available Cash from Operating Surplus
on the Class B Common Units for such Quarter.

      "Subsidiary" means, with respect to any Person, (a) a corporation of which
more than 50% of the voting power of shares entitled (without regard to the
occurrence of any contingency) to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, at the date
of determination, by such Person, by one or more Subsidiaries of such Person or
a combination thereof, (b) a partnership (whether general or limited) in which
such Person or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership


                                      -22-
<PAGE>

(considering all of the partnership interests of the partnership as a single
class) is owned, directly or indirectly, at the date of determination, by such
Person, by one or more Subsidiaries of such Person, or a combination thereof, or
(c) any other Person (other than a corporation or a partnership) in which such
Person, one or more Subsidiaries of such Person, or a combination thereof,
directly or indirectly, at the date of determination, has (i) at least a
majority ownership interest or (ii) the power to elect or direct the election of
a majority of the directors or other governing body of such-Person.

      "Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 10.2 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 14.2(b).

      "Third Target Distribution" means $0.7875 per Unit per Quarter (or, with
respect to the period commencing on the Closing Date and ending on March 31,
2001, it means the product of $0.7875 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 6.6 and
6.9.

      "Third Target Liquidation Amount" has the meaning assigned to such term in
Section 6.1(c)(i)(F).

      "Trading Day" has the meaning assigned to such term in Section 15.1(a).

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

      "Transfer Agent" means such bank, trust company or other Person (including
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 Common
Units; provided that if no Transfer Agent is specifically designated for any
other Partnership Securities, the General Partner shall act in such capacity.

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

      "Underwriter" means each Person named as an underwriter in Schedule I to
the Underwriting Agreement who purchases Common Units pursuant thereto.

      "Underwriting Agreement" means the Underwriting Agreement dated
February 5, 2001 among the Underwriters, the Partnership and certain other
parties, providing for the purchase of Common Units by such Underwriters.

      "Unit" means a Partnership Security that is designated as a "Unit" and
shall include Common Units and Subordinated Units but shall not include (i) a
General Partner Interest or (ii) Incentive Distribution Rights.


                                      -23-
<PAGE>

      "Unitholders" means the holders of Common Units and Subordinated Units.

      "Unit Majority" means, during the Subordination Period, at least a
majority of the Outstanding Common Units, excluding Common Units held by the
General Partner and any Affiliates of the General Partner, voting as a class and
at least a majority of the Outstanding Subordinated Units voting as a class, and
thereafter, at least a majority of the Outstanding Common Units.

      "Unpaid MQD" has the meaning assigned to such term in Section
6.1(c)(i)(B).

      "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 (as determined under Section 5.5(d)) over
(b) the Carrying Value of such property as of such date (prior to any adjustment
to be made pursuant to Section 5.5(d) as of such date).

      "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 5.5(d) as of such date) over (b) the fair market value of such property
as of such date (as determined under Section 5.5(d)).

      "Unrecovered Capital" means at any time, with respect to a Unit, the
Initial Unit Price less the sum of all distributions constituting Capital
Surplus theretofore made in respect of an Initial Common Unit and 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 an Initial Common Unit, adjusted as the General Partner
determines to be appropriate to give effect to any distribution, subdivision or
combination of such Units.

      "US GAAP" means United States Generally Accepted Accounting Principles
consistently applied.

      "Withdrawal Opinion of Counsel" has the meaning assigned to such term in
Section 11.1(b).

      "Working Capital Borrowings" means borrowings exclusively for working
capital purposes made pursuant to a credit facility or other arrangement
requiring all such borrowings thereunder to be reduced to a relatively small
amount each year (or for the year in which the Initial Offering is consummated,
the 12-month period beginning on the Closing Date) for an economically
meaningful period of time.

Section 1.2. Construction.

      Unless the context requires otherwise: (a) 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; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; and (c) the term "include" or "includes" means
includes, without limitation, and "including" means including, without
limitation.


                                      -24-
<PAGE>

                                   ARTICLE II.
                                  ORGANIZATION

Section 2.1. Formation.

      The General Partner and the Organizational Limited Partner have previously
formed the Partnership as a limited partnership pursuant to the provisions of
the Delaware Act. This amendment and restatement shall become effective on the
date of this Agreement. Except as expressly provided to the contrary in this
Agreement, the rights, duties (including fiduciary duties), liabilities and
obligations of the Partners and the administration, dissolution and termination
of the Partnership shall be governed by the Delaware Act, All Partnership
Interests shall constitute personal property of the owner thereof for all
purposes and a Partner has no interest in specific Partnership property.

Section 2.2. Name.

      The name of the Partnership shall be "Williams Energy Partners L.P." The
Partnership's business may be conducted under any other name or names deemed
necessary or appropriate by the General Partner in its sole discretion,
including the name of the General Partner. The words "Limited Partnership,"
"Ltd." or similar words or letters shall be included in the Partnership's name
where necessary for the purpose of complying with the laws of any jurisdiction
that so requires. The General Partner in its 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 the Limited
Partners.

Section 2.3. Registered Office; Registered Agent; Principal Office; Other
Offices.

      Unless and until changed by the General Partner, the registered office of
the Partnership in the State of Delaware shall be located at 1209 Orange Street,
Wilmington, 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 Company. The principal office of the Partnership shall be
located at One Williams Center, Tulsa, Oklahoma 74172 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 necessary
or appropriate. The address of the General Partner shall be One Williams Center,
Tulsa Oklahoma 74172 or such other place as the General Partner may from time to
time designate by notice to the Limited Partners.

Section 2.4. Purpose and Business.

      The purpose and nature of the business to be conducted by the Partnership
shall be to (a) serve as a Partner of the Operating Partnership and, in
connection therewith, to exercise all the rights and powers conferred upon, the
Partnership as a partner of the Operating Partnership pursuant to the Operating
Partnership Agreement or otherwise, (b) serve as the sole stockholder of the
Operating General Partner and, in connection therewith, to exercise on behalf of
the Partnership all the rights and powers held by the Partnership as the sole
stockholder of the Operating General Partner, (c) engage directly in, or enter
into or form any corporation, partnership, joint venture, limited liability
company or other arrangement to engage indirectly in,


                                      -25-
<PAGE>

any business activity that the Operating Partnership is permitted to engage in
by the Operating Partnership Agreement 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, (d) engage directly in, or enter
into or form any corporation, partnership, joint venture, limited liability
company or other entity or arrangement to engage indirectly in, any business
activity that the General Partner approves and which 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
and (e) do anything necessary or appropriate to the foregoing, including the
making of capital contributions or loans to a Group Member; provided, however,
that the General Partner shall not cause the Partnership to engage, directly or
indirectly, in any business activity that the General Partner reasonably
determines would cause the Partnership to be treated as an association taxable
as a corporation or otherwise taxable as an entity for federal income tax
purposes. The General Partner has no obligation or duty to the Partnership, the
Limited Partners or the Assignees to propose or approve, and in its discretion
may decline to propose or approve, the conduct by the Partnership of any
business.

Section 2.5. 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
2.4 and for the protection and benefit of the Partnership.

Section 2.6. Power of Attorney.

      (a) Each Limited Partner and each Assignee hereby constitutes and appoints
the General Partner and, if a Liquidator shall have been selected pursuant to
Section 12.3, the Liquidator, (and any successor to the Liquidator by merger,
transfer, assignment, election or otherwise) and each of their authorized
officers and attorneys-in-fact, as the case may be, 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:

            (i) execute, swear to, acknowledge, deliver, file and record in the
      appropriate public offices (A) all certificates, documents and other
      instruments (including this Agreement and the Certificate of Limited
      Partnership and all amendments or restatements hereof or 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 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


                                      -26-
<PAGE>

      other instruments relating to the admission, withdrawal, removal or
      substitution of any Partner pursuant to, or other events described in,
      Article IV, X, XI or XII; (E) all certificates, documents and other
      instruments relating to the determination of the rights, preferences and
      privileges of any class or series of Partnership Securities issued
      pursuant to Section 5.6; and (F) all certificates, documents and other
      instruments (including agreements and a certificate of merger) relating to
      a merger or consolidation of the Partnership pursuant to Article XIV; and

            (ii) execute, swear to, acknowledge, deliver, file and record all
      ballots, consents, approvals, waivers, certificates, documents and other
      instruments necessary or appropriate, in the 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 discretion of the General
      Partner or the Liquidator, to effectuate the terms or intent of this
      Agreement; provided, that when required by Section 13.3 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 and the Liquidator may exercise the
      power of attorney made in this Section 2.6(a)(ii) only after the necessary
      vote, consent or approval of the Limited Partners or of the Limited
      Partners of such class or series, as applicable.

      Nothing contained in this Section 2.6(a) shall be construed as authorizing
the General Partner to amend this Agreement except in accordance with Article
XIII 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, to
the maximum extent permitted by law, 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 Partner's 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, to the maximum extent permitted by law, 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 request
therefor, such further designation, 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.

Section 2.7. Term.

      The term of 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 dissolution of the Partnership in accordance with the
provisions of Article XII. The existence of


                                      -27-
<PAGE>

the Partnership as a separate legal entity shall continue until the cancellation
of the Certificate of Limited Partnership as provided in the Delaware Act.

Section 2.8. 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, one or more of its Affiliates 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 or one or more of its Affiliates or one or more nominees
shall be held by the General Partner or such Affiliate or nominee for the use
and benefit of the Partnership in accordance with the provisions of this
Agreement; provided, however, that the General Partner shall use 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,
further, that, prior to the withdrawal or removal of the General Partner or as
soon thereafter as practicable, the General Partner shall 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 General Partner. 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 is held.

Section 2.9. Certain Undertakings Relating to the Separateness of the
Partnership.

            (a) Separate Records. The Partnership shall maintain (i) its books
      and records, (ii) its accounts, and (iii) its financial statements,
      separate from those of any other Person, except its consolidated
      Subsidiaries.

            (b) Separate Assets. The Partnership shall not commingle or pool its
      funds or other assets with those of any other Person, except its
      consolidated Subsidiaries, and shall maintain its assets in a manner that
      is not costly or difficult to segregate, ascertain or otherwise identify
      as separate from those of any other Person.

            (c) Separate Name. The Partnership shall (i) conduct its business in
      its own name, (ii) use separate stationery, invoices, and checks, (iii)
      correct any known misunderstanding regarding its separate identity, and
      (iv) generally hold itself out as a separate entity.

            (d) Separate Credit. The Partnership shall not (i) pay its own
      liabilities from a source other than its own funds, (ii) guarantee or
      become obligated for the debts of any other Person, except its
      Subsidiaries, (iii) hold out its credit as being available to satisfy the
      obligations of any other Person, except its Subsidiaries, (iv) acquire
      obligations or debt securities of The Williams Companies Inc., a Delaware
      corporation and its Subsidiaries and Affiliates (other than the
      Partnership or its Subsidiaries), or (v) pledge


                                      -28-
<PAGE>

      its assets for the benefit of any Person or make loans or advances to any
      Person, except its Subsidiaries; provided that the Partnership may engage
      in any transaction described in clauses (ii)-(v) of this Section 2.9(d) if
      prior Special Approval has been obtained for such transaction and either
      (A) the Conflicts Committee has determined, or has obtained reasonable
      written assurance from a nationally recognized firm of independent public
      accountants or a nationally recognized investment banking or valuation
      firm, that the borrower or recipient of the credit extension is not then
      insolvent and will not be rendered insolvent as a result of such
      transaction or (B) in the case of transactions described in clause (iv),
      such transaction is completed through a public auction or a National
      Securities Exchange.

            (e) Separate Formalities. The Partnership shall (i) observe all
      partnership formalities and other formalities required by its
      organizational documents, the laws of the jurisdiction of its formation,
      or other laws, rules, regulations and orders of governmental authorities
      exercising jurisdiction over it, (ii) engage in transactions with the
      General Partner and its Affiliates (other than another Group Member) in
      conformity with the requirements of Section 7.9, and (iii) subject to the
      terms of the Omnibus Agreement and the Operating Services Agreement,
      promptly pay, from its own funds, and on a current basis, its allocable
      share of general and administrative expenses, capital expenditures, and
      costs for shared services performed by Affiliates of the General Partner
      (other than another Group Member). Each material contract between the
      Partnership or another Group Member, on the one hand, and the Affiliates
      of the General Partner (other than a Group Member), on the other hand,
      shall be in writing.

                                  ARTICLE III.
                           RIGHTS OF LIMITED PARTNERS

Section 3.1. Limitation of Liability.

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

Section 3.2. Management of Business.

      No Limited Partner or Assignee, in its capacity as such, shall 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. Any
action taken by any Affiliate of the General Partner or any officer, director,
employee, manager, member, general partner, agent or trustee of the General
Partner or any of its Affiliates, or any officer, director, employee, manager,
member, general partner, agent or trustee of a Group Member, in its capacity as
such, shall not be deemed to be participation in the control of the business of
the Partnership by a limited partner of the Partnership (within the meaning of
Section 17-303(a) of the Delaware Act) and shall not affect, impair or eliminate
the limitations on the liability of the Limited Partners or Assignees under this
Agreement.


                                      -29-
<PAGE>

Section 3.3. Outside Activities of the Limited Partners.

      Subject to the provisions of Section 7.5 and the Omnibus Agreement, 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 business interests and activities in direct competition with the
Partnership Group. 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.

Section 3.4. Rights of Limited Partners.

      (a) In addition to other rights provided by this Agreement or by
applicable law, and except as limited by Section 3.4(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 written 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 income tax returns for each year;

            (iii) to have furnished to him a current list of the name and last
      known business, residence or mailing address of each Partner;

            (iv) to have furnished to him a copy of this Agreement and the
      Certificate of Limited Partnership and all amendments thereto, together
      with a copy of the executed copies of all powers of attorney pursuant to
      which this Agreement, the Certificate of Limited Partnership and all
      amendments thereto have been executed;

            (v) to obtain true and full information regarding the amount of cash
      and a description and statement of the Net 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

            (vi) to obtain such other information regarding the affairs of the
      Partnership as is just and reasonable.

            (b) The General Partner may keep confidential from the Limited
Partners and Assignees, for such period of time as the General Partner deems
reasonable, (i) any information that the General Partner reasonably believes to
be in the nature of trade secrets or (ii) other information the disclosure of
which the General Partner in good faith believes (A) is not in the best
interests of the Partnership Group, (B) could damage the Partnership Group or
(C) that any Group Member is required by law or by agreement with any third
party to keep confidential (other than agreements with Affiliates of the
Partnership the primary purpose of which is to circumvent the obligations set
forth in this Section 3.4).


                                      -30-
<PAGE>

                                   ARTICLE IV.
        CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
                       REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1. Certificates.

      Upon the Partnership's issuance of Common Units or Subordinated Units to
any Person, the Partnership shall issue one or more Certificates in the name of
such Person evidencing the number of such Units being so issued. In addition,
(a) upon the General Partner's request, the Partnership shall issue to it one or
more Certificates in the name of the General Partner evidencing its interests in
the Partnership and (b) upon the request of any Person owning Incentive
Distribution Rights or any other Partnership Securities other than Common Units
or Subordinated Units, the Partnership shall issue to such Person one or more
certificates evidencing such Incentive Distribution Rights or other Partnership
Securities other than Common Units or Subordinated Units. Certificates shall be
executed on behalf of the Partnership by the Chairman of the Board, President or
any Vice President and the Secretary or any Assistant Secretary of the General
Partner. No Common Unit Certificate shall be valid for any purpose until it has
been countersigned by the Transfer Agent; provided, however, that if the General
Partner elects to issue Common Units in global form, the Common Unit
Certificates shall be valid upon receipt of a certificate from the Transfer
Agent certifying that the Common Units have been duly registered in accordance
with the directions of the Partnership and the Underwriters. Subject to the
requirements of Section 6.7(b), the Partners holding Certificates evidencing
Subordinated Units may exchange such Certificates for Certificates evidencing
Common Units on or after the date on which such Subordinated Units are converted
into Common Units pursuant to the terms of Section 5.8.

Section 4.2. Mutilated, Destroyed, Lost or Stolen Certificates.

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

            (b) The appropriate officers of the General Partner on behalf of the
Partnership shall execute and deliver, and the Transfer Agent shall countersign
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 Partnership, that a previously issued Certificate has been lost,
      destroyed or stolen;

            (ii) requests the issuance of a new Certificate before the
      Partnership has 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 Partnership, delivers to the Partnership a
      bond, in form and substance satisfactory to the Partnership, with surety
      or sureties and with fixed or open penalty as the Partnership may
      reasonably direct, in its sole discretion, to indemnify the Partnership,
      the Partners, the General Partner and the Transfer Agent against any


                                      -31-
<PAGE>

      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
      Partnership.

      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 Limited Partner Interests 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.

            (c) As a condition to the issuance of any new Certificate under this
Section 4.2, the Partnership 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 the fees and expenses of the Transfer
Agent) reasonably connected therewith.

Section 4.3. Record Holders.

      The Partnership shall be entitled to recognize the Record Holder as the
Partner or Assignee with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Partnership Interest on the part of any other Person, regardless of whether
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 such Partnership Interests 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 Partnership Interests, as between
the Partnership on the one hand, and such other Persons on the other, such
representative Person (a) shall be the 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 Partner or Assignee (as the case may be) hereunder and as, and
to the extent, provided for herein.

Section 4.4. Transfer Generally.

            (a) The term "transfer," when used in this Agreement with respect to
a Partnership Interest, shall be deemed to refer to a transaction by which the
General Partner assigns its General Partner Interest to another Person who
becomes the General Partner, by which the holder of a Limited Partner Interest
assigns such Limited Partner Interest to another Person who is or becomes a
Limited Partner or 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 IV. Any transfer or purported transfer of a Partnership Interest not
made in accordance with this Article IV shall be null and void.


                                      -32-
<PAGE>

            (c) Nothing contained in this Agreement shall be construed to
prevent a disposition by any member of the General Partner of any or all of the
issued and outstanding membership interests of the General Partner.

Section 4.5. Registration and Transfer of Limited Partner Interests.

            (a) The Partnership shall keep or cause to be kept on behalf of the
Partnership a register in which, subject to such reasonable regulations as it
may prescribe and subject to the provisions of Section 4.5(b), the Partnership
will provide for the registration and transfer of Limited Partner Interests. The
Transfer Agent is hereby appointed registrar and transfer agent for the purpose
of registering Common Units and transfers of such Common Units as herein
provided. The Partnership shall not recognize transfers of Certificates
evidencing Limited Partner Interests unless such transfers are effected in the
manner described in this Section 4.5. Upon surrender of a Certificate for
registration of transfer of any Limited Partner Interests evidenced by a
Certificate, and subject to the provisions of Section 4.5(b), the appropriate
officers of the General Partner on behalf of the Partnership shall execute and
deliver, and in the case of Common Units, the Transfer Agent shall 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 and type of Limited Partner
Interests as was evidenced by the Certificate so surrendered.

            (b) Except as otherwise provided in Section 4.9, the Partnership
shall not recognize any transfer of Limited Partner Interests until the
Certificates evidencing such Limited Partner Interests 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 4.5, the Partnership may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed with respect thereto.

            (c) Limited Partner Interests may be transferred only in the manner
described in this Section 4.5. The transfer of any Limited Partner Interests and
the admission of any new Limited Partner shall not constitute an amendment to
this Agreement.

            (d) Until admitted as a Substituted Limited Partner pursuant to
Section 10.2, the Record Holder of a Limited Partner Interest shall be an
Assignee in respect of such Limited Partner Interest. Limited Partners may
include custodians, nominees or any other individual or entity in its own or any
representative capacity.

            (e) A transferee of a Limited Partner Interest 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 right, power and authority and, if an individual, the
capacity to enter into this Agreement, (iv) granted the powers of attorney set
forth in this Agreement and (v) given the consents and approvals and made the
waivers contained in this Agreement.


                                      -33-
<PAGE>

            (f) The General Partner and its Affiliates shall have the right at
any time to transfer their Subordinated Units and Common Units (whether issued
upon conversion of the Subordinated Units or otherwise) to one or more Persons.

Section 4.6. Transfer of the General Partner's General Partner Interest.

            (a) Subject to Section 4.6(c) below, prior to March 31, 2011, the
General Partner shall not transfer all or any part of its General Partner
Interest to a Person unless such transfer (i) has been approved by the prior
written consent or vote of the holders of at least a majority of the Outstanding
Common Units (excluding Common Units held by the General Partner and its
Affiliates) or (ii) is of all, but not less than all, of its General Partner
Interest to (A) an Affiliate of the General Partner or (B) another Person in
connection with the merger or consolidation of the General Partner with or into
another Person or the transfer by the General Partner of all or substantially
all of its assets to another Person.

            (b) Subject to Section 4.6(c) below, on or after March 31, 2011, the
General Partner may transfer all or any of its General Partner Interest without
Unitholder approval.

            (c) Notwithstanding anything herein to the contrary, no transfer by
the General Partner of all or any part of its General Partner Interest to
another Person shall be permitted unless (i) the transferee agrees to assume the
rights and duties of the General Partner under this Agreement and to be bound by
the provisions of this Agreement, (ii) 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 any limited partner of the Operating Partnership or
cause the Partnership or the Operating Partnership to be treated as an
association taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes (to the extent not already so treated or taxed),
(iii) such transferee also agrees to purchase all (or the appropriate portion
thereof, if applicable) of the partnership or membership interest of the General
Partner as the general partner or managing member of each other Group Member;
and (iv) the organizational documents of the owner(s) of all the General Partner
Interest, together, provide for the establishment of a "Conflicts Committee" to
approve certain matters with respect to the General Partner and the Partnership,
the selection of "Independent Directors" as members of such Conflicts Committee,
and the submission of certain matters to the vote of such Conflicts Committee
upon similar terms and conditions as set forth in the limited liability company
agreement of the General Partner, as the same exists as of the date of this
Agreement so as to provide the Limited Partners and the General Partner with the
same rights and obligations as are herein contained. In the case of a transfer
pursuant to and in compliance with this Section 4.6, the transferee or successor
(as the case may be) shall, subject to compliance with the terms of Section
10.3, be admitted to the Partnership as a General Partner immediately prior to
the transfer of the Partnership Interest, and the business of the Partnership
shall continue without dissolution.

Section 4.7. Transfer of Incentive Distribution Rights.

      Prior to March 31, 2011, a holder of Incentive Distribution Rights may
transfer any or all of the Incentive Distribution Rights held by such holder
without any consent of the Unitholders (a) to an Affiliate or (b) to another
Person in connection with (i) the merger or consolidation of


                                      -34-
<PAGE>

such holder of Incentive Distribution Rights with or into such other Person or
(ii) the transfer by such holder of all or substantially all of its assets to
such other Person. Any other transfer of the Incentive Distribution Rights prior
to March 31, 2011, shall require the prior approval of holders at least a
majority of the Outstanding Common Units (excluding Common Units held by the
General Partner and its Affiliates). On or after March 31, 2011, the General
Partner or any other holder of Incentive Distribution Rights may transfer any or
all of its Incentive Distribution Rights without Unitholder approval.
Notwithstanding anything herein to the contrary, no transfer of Incentive
Distribution Rights to another Person shall be permitted unless the transferee
agrees to be bound by the provisions of this Agreement. The General Partner
shall have the authority (but shall not be required) to adopt such reasonable
restrictions on the transfer of Incentive Distribution Rights and requirements
for registering the transfer of Incentive Distribution Rights as the General
Partner, in its sole discretion, shall determine are necessary or appropriate.

Section 4.8. Restrictions on Transfers.

            (a) Except as provided in Section 4.8(d) below, but notwithstanding
the other provisions of this Article IV, no transfer of any Partnership
Interests shall be made if such transfer would (i) violate the then applicable
federal or state securities laws or rules and regulations of the Commission, any
state securities commission or any other governmental authority with
jurisdiction over such transfer, (ii) terminate the existence or qualification
of the Partnership under the laws of the jurisdiction of its formation, or (iii)
cause the Partnership or Operating Partnership to be treated as an association
taxable as a corporation or otherwise to be taxed as an entity for federal
income tax purposes (to the extent not already so treated or taxed).

            (b) The General Partner may impose restrictions on the transfer of
Partnership Interests if a subsequent Opinion of Counsel determines that such
restrictions are necessary to avoid a significant risk of the Partnership
becoming taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes. The restrictions may be imposed by making such
amendments to this Agreement as the General Partner may determine to be
necessary or appropriate to impose such restrictions; provided, however, that
any amendment that the General Partner believes, in the exercise of its
reasonable discretion, could result in the delisting or suspension of trading of
any class of Limited Partner Interests on the principal National Securities
Exchange on which such class of Limited Partner Interests is then traded must be
approved, prior to such amendment being effected, by the holders of at least a
majority of the Outstanding Limited Partner Interests of such class.

            (c) The transfer of a Subordinated Unit that has converted into a
Common Unit shall be subject to the restrictions imposed by Section 6.7(b).

            (d) Nothing contained in this Article IV, or elsewhere in this
Agreement, shall preclude the settlement of any transactions involving
Partnership Interests entered into through the facilities of any National
Securities Exchange on which such Partnership Interests are listed for trading.


                                      -35-
<PAGE>

Section 4.9. Citizenship Certificates; Non-citizen Assignees.

            (a) If any Group Member is or becomes subject to any federal, state
or local law or regulation that, in the reasonable determination of the General
Partner, creates a substantial risk of cancellation or forfeiture of any
property in which the Group Member has an interest based on the nationality,
citizenship or other related status of a Limited Partner or Assignee, the
General Partner may request any Limited Partner or Assignee to furnish to the
General Partner, within 30 days after receipt of such request, an executed
Citizenship Certification or such other information concerning his nationality,
citizenship or other related status (or, if the Limited Partner or Assignee is a
nominee holding for the account of another Person, the nationality, citizenship
or other related 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
Partnership Interests owned by such Limited Partner or Assignee shall be subject
to redemption in accordance with the provisions of Section 4.10. In addition,
the General Partner may require that the status of any such 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 Limited Partner Interests.

            (b) The General Partner shall, in exercising voting rights in
respect of Limited Partner Interests held by it on behalf of Non-citizen
Assignees, distribute the votes in the same ratios as the votes of Partners
(including without limitation the General Partner) in respect of Limited Partner
Interests other than those of Non-citizen Assignees are cast, either for,
against or abstaining as to the matter.

            (c) Upon dissolution of the Partnership, a Non-citizen Assignee
shall have no right to receive a distribution in kind pursuant to Section 12.4
but shall be entitled to the cash equivalent thereof, and the Partnership 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 Partnership from the Non-citizen
Assignee of his Limited Partner 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
Limited Partner Interests of such Non-citizen Assignee not redeemed pursuant to
Section 4.10, and upon his admission pursuant to Section 10.2, the General
Partner shall cease to be deemed to be the Limited Partner in respect of the
Non-citizen Assignee's Limited Partner Interests.

Section 4.10. Redemption of Partnership Interests of Non-citizen Assignees.

            (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 4.9(a), or if upon receipt of such Citizenship
Certification or other information the General Partner


                                      -36-
<PAGE>

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
Partnership Interests to a Person who is an Eligible Citizen and 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 Interests, the date fixed
      for redemption, the place of payment, that payment of the redemption price
      will be made upon surrender of the Certificate evidencing the Redeemable
      Interests 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 Interests will
      accrue or be made.

            (ii) The aggregate redemption price for Redeemable Interests shall
      be an amount equal to the Current Market Price (the date of determination
      of which shall be the date fixed for redemption) of Limited Partner
      Interests of the class to be so redeemed multiplied by the number of
      Limited Partner Interests of each such class included among the Redeemable
      Interests. The redemption price shall be paid, in the 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.

            (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 Interests, 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 Interests shall no longer
      constitute issued and Outstanding Limited Partner Interests.

            (b) The provisions of this Section 4.10 shall also be applicable to
Limited Partner Interests 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 4.10 shall prevent the recipient of a
notice of redemption from transferring his Limited Partner Interest 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 Limited Partner
Interest certifies to the satisfaction of the General Partner in a Citizenship
Certification delivered in connection with the Transfer Application that he is
an Eligible Citizen.


                                      -37-
<PAGE>

If the transferee fails to make such certification, such redemption shall be
effected from the transferee on the original redemption date.

                                   ARTICLE V.
           CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1. Organizational Contributions.

      In connection with the formation of the Partnership under the Delaware
Act, the General Partner made an initial Capital Contribution to the Partnership
in the amount of $10.00 for an interest in the Partnership and was admitted as
the General Partner of the Partnership, and the Organizational Limited Partner
made an initial Capital Contribution to the Partnership in the amount of $990.00
for an interest in the Partnership and was admitted as a Limited Partner of the
Partnership. As of the Closing Date, the interest of the Organizational Limited
Partner was redeemed as provided in the Contribution and Conveyance Agreement;
the initial Capital Contributions of each Partner were refunded; and the
Organizational Limited Partner ceased to be a Limited Partner of the
Partnership. Ninety-nine percent of any interest or other profit that may have
resulted from the investment or other use of such initial Capital Contributions
was allocated and distributed to the Organizational Limited Partner, and the
balance thereof was allocated and distributed to the General Partner.

Section 5.2. Contributions by the General Partner and its Affiliates.

            (a) On the Closing Date and pursuant to the Contribution and
Conveyance Agreement, (i) the General Partner contributed to the Partnership, as
a Capital Contribution, all of its interest in Williams Ammonia Pipeline, L.P.,
a Delaware limited partnership, and all of its interest in Williams Terminals
Holdings, L.P., a Delaware limited partnership, in exchange for (A) the
continuation of its General Partner Interest, subject to all of the rights,
privileges and duties of the General Partner under this Agreement, and (B) the
Incentive Distribution Rights, (ii) Williams Natural Gas Liquids, Inc.,
contributed to the Partnership, as a Capital Contribution, all of its limited
partner interest in the Operating Partnership in exchange for 322,501 Common
Units and 1,090,501 Subordinated Units and (iii) Williams Energy Services, LLC
contributed to the Partnership, as a Capital Contribution, all of its limited
partner interest in the Operating Partnership in exchange for 1,357,193 Common
Units and 4,589,193 Subordinated Units.

            (b) Upon the issuance of any additional Limited Partner Interests by
the Partnership (other than the issuance of the Common Units issued in the
Initial Offering or pursuant to the Over-Allotment Option), the General Partner
shall be required to make additional Capital Contributions equal to 2/98ths of
any amount contributed to the Partnership by the Limited Partners in exchange
for such additional Limited Partner Interests, but only to the extent necessary
such that the General Partner's Capital Account is equal to 2% of the total of
all Capital Accounts following such issuance. Except as set forth in the
immediately preceding sentence and Article XII, the General Partner shall not be
obligated to make any additional Capital Contributions to the Partnership.


                                      -38-
<PAGE>

Section 5.3. Contributions by Initial Limited Partners and Reimbursement of the
General Partner.

            (a) On the Closing Date and pursuant to the Underwriting Agreement,
each Underwriter contributed to the Partnership cash in an amount equal to the
Issue Price per Initial Common Unit multiplied by the number of Common Units
specified in the Underwriting Agreement to be purchased by such Underwriter at
the Closing Date. In exchange for such Capital Contributions by the
Underwriters, the Partnership issued Common Units to each Underwriter on whose
behalf such Capital Contribution was made in an amount equal to the quotient
obtained by dividing (i) the cash contribution to the Partnership by or on
behalf of such Underwriter by (ii) the Issue Price per Initial Common Unit.

            (b) Upon the exercise of the Over-Allotment Option, each Underwriter
contributed to the Partnership cash in an amount equal to the Issue Price per
Initial Common Unit, multiplied by the number of Common Units specified in the
Underwriting Agreement to be purchased by such Underwriter at the Option Closing
Date. In exchange for such Capital Contributions by the Underwriters, the
Partnership issued Common Units to each Underwriter on whose behalf such Capital
Contribution is made in an amount equal to the quotient obtained by dividing (i)
the cash contributions to the Partnership by or on behalf of such Underwriter by
(ii) the Issue Price per Initial Common Unit. Upon receipt by the Partnership of
the Capital Contributions from the Underwriters as provided in this Section
5.3(b), the Partnership used such cash to redeem from Williams Energy Services,
LLC that number of Common Units held by Williams Energy Services, LLC equal to
the number of Common Units issued to the Underwriters as provided in this
Section 5.3(b).

            (c) No Limited Partner Interests were issued as of or at the Closing
Date other than (i) the Common Units issuable pursuant to subparagraph (a)
hereof in aggregate number equal to 4,000,000 Units, (ii) the "Option Units" as
such term is used in the Underwriting Agreement issuable upon exercise of the
Over-Allotment Option pursuant to subparagraph (b) hereof in an aggregate number
of up to 600,000 Units, (iii) the 5,679,694 Subordinated Units issuable to the
General Partner or its Affiliates pursuant to Section 5.2 hereof, and (iv) the
Incentive Distribution Rights.

Section 5.4. Interest and Withdrawal.

      No interest on Capital Contributions shall be paid by the Partnership. No
Partner or Assignee shall be entitled to the withdrawal or return of its 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 expressly provided in this Agreement, no Partner or Assignee shall have
priority over any other 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
17-502(b) of the Delaware Act.


                                      -39-
<PAGE>

Section 5.5. Capital Accounts.

            (a) The Partnership shall maintain for each Partner (or a beneficial
owner of Partnership Interests 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) owning a Partnership Interest a
separate Capital Account with respect to such Partnership Interest 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
to the Partnership with respect to such Partnership Interest 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
5.5(b) and allocated with respect to such Partnership Interest pursuant to
Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all
actual and deemed distributions of cash or property made with respect to such
Partnership Interest pursuant to this Agreement and (y) all items of Partnership
deduction and loss computed in accordance with Section 5.5(b) and allocated with
respect to such Partnership Interest pursuant to Section 6.1.

            (b) For purposes of computing the amount of any item of income,
gain, loss or deduction which is to be allocated pursuant to Article VI and is
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:

            (i) Solely for purposes of this Section 5.5, the Partnership shall
      be treated as owning directly its proportionate share (as determined by
      the General Partner based upon the provisions of the Operating Partnership
      Agreement) of all property owned by the Operating Partnership or any other
      Subsidiary that is classified as a partnership for federal income tax
      purposes.

            (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 6.1.

            (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. To the extent an adjustment to the adjusted tax basis
      of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code
      is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m),
      to be taken into account in determining Capital


                                      -40-
<PAGE>

      Accounts, the amount of such adjustment in the Capital Accounts shall be
      treated as an item of gain or loss.

            (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 5.5(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 a 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 6.1. Any restoration of such basis pursuant to Section 48(q)(2) of
      the Code shall, to the extent possible, be allocated in the same manner to
      the Partners to whom such deemed deduction was allocated.

            (c) (i) 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.

            (ii) Immediately prior to the transfer of a Subordinated Unit or of
      a Subordinated Unit that has converted into a Common Unit pursuant to
      Section 5.8 by a holder thereof (other than a transfer to an Affiliate
      unless, the General Partner elects to have this subparagraph 5.5(c)(ii)
      apply), the Capital Account maintained for such Person with respect to its
      Subordinated Units or converted Subordinated Units will (A) first, be
      allocated to the Subordinated Units or converted Subordinated Units to be
      transferred in an amount equal to the product of (x) the number of such
      Subordinated Units or converted Subordinated Units to be transferred and
      (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any
      remaining balance in such Capital Account will be retained by the
      transferor, regardless of whether it has retained any Subordinated Units
      or converted Subordinated Units. Following any such allocation, the
      transferor's Capital Account, if any, maintained with respect to the
      retained Subordinated Units or converted


                                      -41-
<PAGE>

      Subordinated Units, if any, will have a balance equal to the amount
      allocated under clause (B) above, and the transferee's Capital Account
      established with respect to the transferred Subordinated Units or
      converted Subordinated Units will have a balance equal to the amount
      allocated under clause (A) above.

            (d) (i) In accordance with Treasury Regulation Section
1.704-1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for
cash or Contributed Property or the conversion of the General Partner's Combined
Interest to Common Units pursuant to Section 11.3(b), the Capital Account 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 6.1(c) in the same manner as any item
of gain or loss actually recognized during such period would have been
allocated. In determining such Unrealized Gain or Unrealized Loss, the aggregate
cash amount and fair market value of all Partnership assets (including, without
limitation, cash or cash equivalents) immediately prior to the issuance of
additional Partnership Interests shall be determined by the General Partner
using such reasonable method of valuation as it may adopt; provided, however,
that the General Partner, in arriving at such valuation, must take fully into
account the fair market value of the Partnership Interests of all Partners at
such time. The General Partner shall allocate such aggregate value among the
assets of the Partnership (in such manner as it determines in its discretion to
be reasonable) to arrive at a fair market value for individual properties.

            (ii) In accordance with Treasury Regulation Section
      1.704-1(b)(2)(iv)(f), immediately prior to any actual or deemed
      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 all 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 6.1(c) in the
      same manner as any item of gain or loss actually recognized during such
      period would have been allocated. In determining such Unrealized Gain or
      Unrealized Loss the aggregate cash amount and fair market value of all
      Partnership assets (including, without limitation, cash or cash
      equivalents) immediately prior to a distribution shall (A) in the case of
      an actual distribution which is not made pursuant to Section 12.4 or in
      the case of a deemed contribution and/or distribution, be determined and
      allocated in the same manner as that provided in Section 5.5(d)(i) or (B)
      in the case of a liquidating distribution pursuant to Section 12.4, be
      determined and allocated by the Liquidator using such reasonable method of
      valuation as it may adopt.

Section 5.6. Issuances of Additional Partnership Securities.

            (a) Subject to Section 5.7, the Partnership may issue additional
Partnership Securities and options, rights, warrants and appreciation rights
relating to the Partnership


                                      -42-
<PAGE>

Securities for any Partnership purpose at any time and from time to time to such
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.

            (b) Each additional Partnership Security authorized to be issued by
the Partnership pursuant to Section 5.6(a) may be issued in one or more classes,
or one or more series of any such classes, with such designations, preferences,
rights, powers and duties (which may be senior to existing classes and series of
Partnership Securities), as shall be fixed by the General Partner in the
exercise of its sole discretion, including (i) the right to share Partnership
profits and losses or items thereof; (ii) the right to share in Partnership
distributions; (iii) the rights upon dissolution and liquidation of the
Partnership; (iv) whether, and the terms and conditions upon which, the
Partnership may redeem the Partnership Security; (v) whether such Partnership
Security is issued with the privilege of conversion or exchange and, if so, the
terms and conditions of such conversion or exchange; (vi) the terms and
conditions upon which each Partnership Security will be issued, evidenced by
certificates and assigned or transferred; and (vii) the right, if any, of each
such Partnership Security to vote on Partnership matters, including matters
relating to the relative designations, preferences, rights, powers and duties of
such Partnership Security.

            (c) The General Partner is hereby authorized and directed to take
all actions that it deems necessary or appropriate in connection with (i) each
issuance of Partnership Securities and options, rights, warrants and
appreciation rights relating to Partnership Securities pursuant to this Section
5.6, (ii) the conversion of the General Partner Interest and Incentive
Distribution Rights into Units pursuant to the terms of this Agreement, (iii)
the admission of Additional Limited Partners and (iv) all additional issuances
of Partnership Securities. The General Partner is further authorized and
directed to specify the relative rights, powers and duties of the holders of the
Units or other Partnership Securities being so issued. 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 or in connection with the
conversion of the General Partner Interest and Incentive Distribution Rights
into Units pursuant to the terms of this Agreement, including 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 trading.

Section 5.7. Limitations on Issuance of Additional Partnership Securities.

      The issuance of Partnership Securities pursuant to Section 5.6 shall be
subject to the following restrictions and limitations:

            (a) During the Subordination Period, the Partnership shall not issue
(and shall not issue any options, rights, warrants or appreciation rights
relating to) an aggregate of more than 2,839,847 additional Parity Units without
the prior approval of the holders of a Unit Majority. In applying this
limitation, there shall be excluded Common Units and other Parity Units issued
(A) in connection with the exercise of the Over-Allotment Option pursuant to
Section 5.3(b), (B) in accordance with Section 5.7(b), (C) upon conversion of
Subordinated Units pursuant to Section 5.8, (D) upon conversion of the General
Partner Interest and Incentive Distribution Rights


                                      -43-
<PAGE>

pursuant to Section 11.3(b), (E) pursuant to the employee benefit plans of the
General Partner, the Partnership or any other Group Member and (F) in the event
of a combination or subdivision of Common Units.

            (b) The Partnership may also issue an unlimited number of Parity
Units, prior to the end of the Subordination Period and without the prior
approval of the Unitholders, if such issuance occurs (i) in connection with an
Acquisition or a Capital Improvement or (ii) within 365 days of, and the net
proceeds from such issuance are used to repay debt incurred in connection with,
an Acquisition or a Capital Improvement, in each case where such Acquisition or
Capital Improvement involves assets that, if acquired by the Partnership as of
the date that is one year prior to the first day of the Quarter in which such
Acquisition is to be consummated or such Capital Improvement is to be completed,
would have resulted, on a pro forma basis, in an increase in:

            (A)   the amount of Adjusted Operating Surplus generated by the
                  Partnership on a per-Unit basis (for all Outstanding Units)
                  with respect to each of the four most recently completed
                  Quarters (on a pro forma basis as described below) as compared
                  to

            (B)   the actual amount of Adjusted Operating Surplus generated by
                  the Partnership on a per-Unit basis (for all Outstanding
                  Units) (excluding Adjusted Operating Surplus attributable to
                  the Acquisition or Capital Improvement) with respect to each
                  of such four most recently completed Quarters.

      If the issuance of Parity Units with respect to an Acquisition or Capital
Improvement occurs within the first four full Quarters after the Closing Date,
then Adjusted Operating Surplus as used in clauses (A) (subject to the
succeeding sentence) and (B) above shall be calculated (i) for each Quarter, if
any, that commenced after the Closing Date for which actual results of
operations are available, based on the actual Adjusted Operating Surplus of the
Partnership generated with respect to such Quarter, and (ii) for each other
Quarter, on a pro forma basis consistent with the procedures, as applicable, set
forth in Appendix D to the Registration Statement. Furthermore, the amount in
clause (A) shall be determined on a pro forma basis assuming that (1) all of the
Parity Units to be issued in connection with or within 365 days of such
Acquisition or Capital Improvement had been issued and outstanding, (2) all
indebtedness for borrowed money to be incurred or assumed in connection with
such Acquisition or Capital Improvement (other than any such indebtedness that
is to be repaid with the proceeds of such issuance of Parity Units) had been
incurred or assumed, in each case as of the commencement of such four-Quarter
period, (3) the personnel expenses that would have been incurred by the
Partnership in the operation of the acquired assets are the personnel expenses
for employees to be retained by the Partnership in the operation of the acquired
assets, and (4) the non-personnel costs and expenses are computed on the same
basis as those incurred by the Partnership in the operation of the Partnership's
business at similarly situated Partnership facilities. For the purposes of this
Section 5.7(b), the term "debt" shall be deemed to include indebtedness used to
extend, refinance, renew, replace or defease debt originally incurred in
connection with an Acquisition or Capital Improvement; provided, that, the
amount of such extended, refinanced,


                                      -44-
<PAGE>

renewed, replaced or defeased indebtedness does not exceed the principal sum of,
plus accrued interest on, the indebtedness so extended, refinanced, renewed,
replaced or defeased.

            (c) The Partnership may also issue an unlimited number of Parity
Units, prior to the end of the Subordination Period and without the approval of
the Unitholders, if the proceeds from such issuance are used exclusively to
repay up to $40.0 million of indebtedness of a Group Member where the aggregate
amount of distributions that would have been paid with respect to such newly
issued Units or Partnership Securities, plus the related distributions on the
General Partner Interest in the Partnership and the Operating Partnership in
respect of the four-Quarter period ending prior to the first day of the Quarter
in which the issuance is to be consummated (assuming such additional Units or
Partnership Securities had been Outstanding throughout such period and that
distributions equal to the distributions that were actually paid on the
Outstanding Units during the period were paid on such additional Units or
Partnership Securities) did not exceed the interest costs actually incurred
during such period on the indebtedness that is to be repaid (or, if such
indebtedness was not outstanding throughout the entire period, would have been
incurred had such indebtedness been outstanding for the entire period). In the
event that the Partnership is required to pay a prepayment penalty in connection
with the repayment of such indebtedness, for purposes of the foregoing test the
number of Parity Units issued to repay such indebtedness shall be deemed
increased by the number of Parity Units that would need to be issued to pay such
penalty.

            (d) During the Subordination Period, the Partnership shall not issue
(and shall not issue any options, rights, warrants or appreciation rights
relating to) additional Partnership Securities having rights to distributions or
in liquidation ranking prior or senior to the Common Units, without the prior
approval of the holders of a Unit Majority.

            (e) No fractional Units shall be issued by the Partnership.

Section 5.8. Conversion of Subordinated Units.

            (a) A total of 1,419,923 of the outstanding Subordinated Units will
convert into Common Units on a one-for-one basis on the first day after the
Record Date for distribution in respect of any Quarter ending on or after
December 31, 2003, in respect of which:

            (i) distributions under Section 6.4 in respect of all Outstanding
      Common Units and Subordinated Units with respect to each of the three
      consecutive, non-overlapping four-Quarter periods immediately preceding
      such date equaled or exceeded the sum of the Minimum Quarterly
      Distribution on all of the Outstanding Common Units and Subordinated Units
      during such periods;

            (ii) the Adjusted Operating Surplus generated during each of the
      three consecutive, non-overlapping four-Quarter periods immediately
      preceding such date equaled or exceeded the sum of the Minimum Quarterly
      Distribution on all of the Common Units and Subordinated Units that were
      Outstanding during such periods on a fully-diluted basis (i.e. taking into
      account for purposes of such determination all Outstanding Common Units,
      all Outstanding Subordinated Units, all Common Units and Subordinated
      Units issuable upon exercise of employee options that have, as of the date


                                      -45-
<PAGE>

      of determination, already vested or are scheduled to vest prior to the end
      of the Quarter immediately following the Quarter with respect to which
      such determination is made, and all Common Units and Subordinated Units
      that have, as of the date of determination, been earned by but not yet
      issued to management of the Partnership in respect of incentive
      compensation), plus the related distribution on the General Partner
      Interest in the Partnership during such periods; and

            (iii) the Cumulative Common Unit Arrearage on all of the Common
      Units is zero.

            (b) An additional 1,419,923 of the Outstanding Subordinated Units
will convert into Common Units on a one-for-one basis on the first day after the
Record Date for distribution in respect of any Quarter ending on or after
December 31, 2004, in respect of which:

            (i) distributions under Section 6.4 in respect of all Outstanding
      Common Units and Subordinated Units with respect to each of the three
      consecutive, non-overlapping four-Quarter periods immediately preceding
      such date equaled or exceeded the sum of the Minimum Quarterly
      Distribution on all of the Outstanding Common Units and Subordinated Units
      during such periods;

            (ii) the Adjusted Operating Surplus generated during each of the
      three consecutive, non-overlapping four-Quarter periods immediately
      preceding such date equaled or exceeded the sum of the Minimum Quarterly
      Distribution on all of the Common Units and Subordinated Units that were
      Outstanding during such periods on a fully-diluted basis (i.e. taking into
      account for purposes of such determination all Outstanding Common Units,
      all Outstanding Subordinated Units, all Common Units and Subordinated
      Units issuable upon exercise of employee options that have, as of the date
      of determination, already vested or are scheduled to vest prior to the end
      of the Quarter immediately following the Quarter with respect to which
      such determination is made, and all Common Units and Subordinated Units
      that have, as of the date of determination, been earned by but not yet
      issued to management of the Partnership in respect of incentive
      compensation), plus the related distribution on the General Partner
      Interest in the Partnership during such periods; and

            (iii) the Cumulative Common Unit Arrearage on all of the Common
      Units is zero;

provided, however, that the conversion of Subordinated Units pursuant to this
Section 5.8(b) may not occur until at least one year following the conversion of
Subordinated Units pursuant to Section 5.8(a).

            (c) In the event that less than all of the Outstanding Subordinated
Units shall convert into Common Units pursuant to Section 5.8(a) or 5.8(b) at a
time when there shall be more than one holder of Subordinated Units, then,
unless all of the holders of Subordinated Units shall agree to a different
allocation, the Subordinated Units that are to be converted into Common Units
shall be allocated among the holders of Subordinated Units pro rata based on the
number of Subordinated Units held by each such holder.


                                      -46-
<PAGE>

            (d) Any Subordinated Units that are not converted into Common Units
pursuant to Sections 5.8(a) and (b) shall convert into Common Units on a
one-for-one basis on the first day following the Record Date for distributions
in respect of the final Quarter of the Subordination Period.

            (e) Notwithstanding any other provision of this Agreement, all the
then Outstanding Subordinated Units will automatically convert into Common Units
on a one-for-one basis as set forth in, and pursuant to the terms of, Section
11.4.

            (f) A Subordinated Unit that has converted into a Common Unit shall
be subject to the provisions of Section 6.7(b).

Section 5.9. Limited Preemptive Right.

            Except as provided in this Section 5.9 and in Section 5.2, no Person
shall have any preemptive, preferential or other similar right with respect to
the issuance of any Partnership Security, whether unissued, held in the treasury
or hereafter created. 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 Partnership Securities from the Partnership whenever, and on the same
terms that, the Partnership issues 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 equal to that
which existed immediately prior to the issuance of such Partnership Securities.

Section 5.10. Splits and Combination.

            (a) Subject to Sections 5.10(d), 6.6 and 6.9 (dealing with
adjustments of distribution levels), the Partnership may make a Pro Rata
distribution of Partnership Securities to all Record Holders or may effect a
subdivision or combination of Partnership Securities so long as, after any such
event, each Partner shall have the same Percentage Interest in the Partnership
as before such event, and any amounts calculated on a per Unit basis (including
any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a
number of Units (including the number of Subordinated Units that may convert
prior to the end of the Subordination Period and the number of additional Parity
Units that may be issued pursuant to Section 5.7 without a Unitholder vote) are
proportionately adjusted retroactive to the beginning of the Partnership.

            (b) Whenever such a distribution, subdivision or combination of
Partnership Securities is declared, the General Partner shall select a Record
Date as of which the distribution, subdivision or combination shall be effective
and shall send notice thereof at least 20 days prior to such Record Date to each
Record Holder as of a date not less than 10 days prior to the date of such
notice. The General Partner also may cause a firm of independent public
accountants selected by it to calculate the number of Partnership Securities to
be held by each Record Holder after giving effect to such distribution,
subdivision or combination. The General Partner shall be entitled to rely on any
certificate provided by such firm as conclusive evidence of the accuracy of such
calculation.


                                      -47-
<PAGE>

            (c) Promptly following any such distribution, subdivision or
combination, the Partnership may issue Certificates to the Record Holders of
Partnership Securities as of the applicable Record Date representing the new
number of Partnership Securities held by such Record Holders, or the General
Partner may adopt such other procedures as it may deem appropriate to reflect
such changes. If any such combination results in a smaller total number of
Partnership Securities Outstanding, the Partnership shall require, as a
condition to the delivery to a Record Holder of such new Certificate, the
surrender of any Certificate held by such Record Holder immediately prior to
such Record Date.

            (d) The Partnership shall not issue fractional Units upon any
distribution, subdivision or combination of Units. If a distribution,
subdivision or combination of Units would result in the issuance of fractional
Units but for the provisions of Section 5.7(e) and this Section 5.10(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).

Section 5.11. Fully Paid and Non-Assessable Nature of Limited Partner Interests.

      All Limited Partner Interests issued pursuant to, and in accordance with
the requirements of, this Article V shall be fully paid and non-assessable
Limited Partner Interests in the Partnership, except as such non assessability
may be affected by Section 17-607 of the Delaware Act.

Section 5.12. Establishment of Class B Common Units.

            (a) The General Partner hereby designates and creates a series of
Units to be designated as "Class B Common Units" and consisting of a total of
7,830,924 Class B Common Units, and fixes the designations, preferences and
relative, participating, optional or other special rights, powers and duties of
holders of the Class B Units as set forth in this Section 5.12.

            (b) Each Class B Common Unit shall be convertible from time to time,
in whole or in part, at the option of the holders thereof, into one Common Unit
from and after such date as the Partnership has been advised by the New York
Stock Exchange that the Common Units issuable upon any such conversion are
eligible for listing on the New York Stock Exchange. The General Partner will
promptly notify the holders of the Class B Common Units upon receipt of such
advice. Upon written notice to the General Partner from the holders of at least
a majority of the Outstanding Class B Common Units (a "Notice of Intent to
Convert") given not earlier than one year after the date of this Amendment, the
General Partner will use its reasonable best efforts to cause the Partnership to
meet any unfulfilled requirements of the New York Stock Exchange for such
listing, including obtaining such approval of the Unitholders as may be required
by the New York Stock Exchange for the issuance of the Common Units, issuable
upon conversion of the Class B Common Units. If, 120 days after the date of the
Notice of Intent to Convert, the Common Units issuable upon such conversion have
not been approved for listing on the New York Stock Exchange, then the terms of
the Class B Common Units will be changed so that each Class B Common Unit will
become entitled to receive quarterly cash distributions in an amount equal to
115% of the quarterly cash distribution amount payable with respect to each
Common Unit. The Class B Common Units will not have the privilege of conversion
except as provided in this Section 5.12.


                                      -48-
<PAGE>

            (c) After the repayment in full of the Bank Loan, the Partnership
may redeem the Class B Common Units for cash at any time by giving notice in
writing to the holders of the Class B Common Units (a "Mandatory Redemption
Notice") of the Partnership's intent to redeem the Class B Common Units. Any
Outstanding Class B Common Units to be redeemed shall be redeemed as of the 30th
day following date of such Mandatory Redemption Notice unless such day is not a
Business Day in which case all such Outstanding Class B Common Units shall be
redeemed on the next Business Day following such 30th day.

            (d) Upon any request by the General Partner or any of its Affiliates
to register all or any part of the Class B Common Units pursuant to Section
7.12, the Class B Common Units for which registration is so requested may be
redeemed by the Partnership at its election. The Partnership shall exercise its
option to redeem the Class B Common Units under this Section 5.12(d) by mailing
written notice thereof to the holders of the Class B Common Units for which
registration is so requested. Such notice shall be given not later than 15 days
after the receipt by the General Partner of such registration request and shall
fix a date for redemption of such Class B Common Units not less than 30 nor more
than 60 days after the date of such notice.

            (e) Any redemption under Section 5.12(c) or Section 5.12(d) shall be
for a cash redemption price equal to the Current Market Price per Common Unit as
of the date fixed for redemption.

            (f) Before any holder of Class B Common Units shall be entitled to
receive any redemption payment or to convert such holder's Class B Common Units
into Common Units, as the case may be, the holder shall surrender the
Certificates evidencing the Class B Common Units, duly endorsed, at the office
of the General Partner or of any transfer agent for the Class B Common Units. In
the case of any such conversion, the Partnership shall, as soon as practicable
thereafter, issue and deliver at such office to such holder of Class B Common
Units one or more Certificates evidencing Common Units, registered in the name
of such holder, for the number of Common Units to which the holder shall be
entitled. Such conversion shall be deemed to have been made as of the date of
the surrender of the Class B Common Units to be converted, and the person
entitled to receive the Common Units issuable upon such conversion shall be
treated for all purposes as the record holder of such Common Units on said date.

            (g) From and after a redemption date (unless default shall be made
by the Partnership in providing money for the payment of the redemption price),
the Class B Common Units redeemed shall no longer be deemed Outstanding, and all
rights of the holders thereof as Partners in the Partnership (except the right
to receive from the Partnership the redemption price) shall cease. Class B
Common Units redeemed pursuant to Section 5.12(c) or 5.12(d) shall be restored
to the status of authorized but unissued Units, without designation as to class.

            (h) Except as otherwise provided in this Agreement, each Class B
Common Unit shall be identical to a Common Unit, and the holder of a Class B
Common Unit shall have the rights of a holder of a Common Unit with respect to,
without limitation, Partnership distributions, voting and allocations of income,
gain, loss or deductions; provided, however, that during the period in which any
portion of the Bank Loan is outstanding, the Class B Common Units will not be
paid a distribution of any kind. Upon the repayment in full of the Bank Loan,
the holders of the Outstanding Class B Common Units will be entitled to receive
a distribution of Available Cash equal to the distributions of


                                      -49-
<PAGE>

Available Cash that were paid on or declared payable to the Common Units during
the term of the Bank Loan. Except as otherwise provided in this Agreement, all
Units shall vote or consent together as a single class on all matters submitted
for a vote or consent of the Outstanding Units.

            (i) The Class B Common Units will have voting rights that are
identical to the voting rights of the Common Units and will vote with the Common
Units as a single class, so that each Class B Common Unit will be entitled to
one vote on each matter with respect to which each Common Unit is entitled to
vote; provided, however, that the Class B Common Units shall not be entitled to
vote and shall not be deemed outstanding for purposes of determining a quorum,
with respect to matters in which the requisite vote is determined by New York
Stock Exchange rules or New York Stock Exchange staff interpretations of such
rules for listing of the Common Units; each reference in the Partnership
Agreement to a vote of holders of Common Units shall be deemed to be a reference
to the holders of Common Units and Class B Common Units.

            (j) The Certificates evidencing Class B Common Units shall be
separately identified and shall not bear the same CUSIP number as the
Certificates evidencing Common Units.

                                   ARTICLE VI.
                          ALLOCATIONS AND DISTRIBUTIONS

Section 6.1. 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 5.5(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 special allocations set
forth in Section 6.1(d), Net Income for each taxable year and all items of
income, gain, loss and deduction taken into account in computing Net Income for
such taxable year shall be allocated as follows:

            (i) First, 100% to the General Partner in an amount equal to the
      aggregate Net Losses allocated to the General Partner pursuant to Section
      6.1(b)(iii) for all previous taxable years until the aggregate Net Income
      allocated to the General Partner pursuant to this Section 6.1(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 Section
      6.1(b)(iii) for all previous taxable years;

            (ii) Second, 2% to the General Partner in an amount equal to the
      aggregate Net Losses allocated to the General Partner pursuant to Section
      6.1(b)(ii) for all previous taxable years and 98% to the Unitholders, in
      accordance with their respective Percentage Interests, until the aggregate
      Net Income allocated to such Partners pursuant to this Section 6.1(a)(ii)
      for the current taxable year and all previous taxable years is equal to
      the aggregate Net Losses allocated to such Partners pursuant to Section
      6.1(b)(ii) for all previous taxable years; and


                                      -50-
<PAGE>

            (iii) Third, the balance, if any, 2% to the General Partner and 98%
      to the Unitholders, in accordance with their respective Percentage
      Interests.

            (b) Net Losses. After giving effect to the special allocations set
forth in Section 6.1(d), Net Losses for each taxable period and all items of
income, gain, loss and deduction taken into account in computing Net Losses for
such taxable period shall be allocated as follows:

            (i) First, 2% to the General Partner and 98% to the Unitholders, in
      accordance with their respective Percentage Interests, until the aggregate
      Net Losses allocated pursuant to this Section 6.1(b)(i) for the current
      taxable year and all previous taxable years is equal to the aggregate Net
      Income allocated to such Partners pursuant to Section 6.1(a)(iii) for all
      previous taxable years, provided that the Net Losses shall not be
      allocated pursuant to this Section 6.1(b)(i) to the extent that such
      allocation would cause any Unitholder 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);

            (ii) Second, 2% to the General Partner and 98% to the Unitholders in
      accordance with their respective Percentage Interests; provided, that Net
      Losses shall not be allocated pursuant to this Section 6.1(b)(ii) to the
      extent that such allocation would cause any Unitholder 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);

            (iii) Third, the balance, if any, 100% to the General Partner.

            (c) Net Termination Gains and Losses. After giving effect to the
special allocations set forth in Section 6.1(d), 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 6.1(c) shall be made after Capital Account
balances have been adjusted by all other allocations provided under this Section
6.1 and after all distributions of Available Cash provided under Sections 6.4
and 6.5 have been made; provided, however, that solely for purposes of this
Section 6.1(c), Capital Accounts shall not be adjusted for distributions made
pursuant to Section 12.4.

            (i) If a Net Termination Gain is recognized (or deemed recognized
      pursuant to Section 5.5(d)), such Net Termination Gain shall be allocated
      between the General Partner and the Limited Partners in the following
      manner (and the 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
            Capital Account, in the proportion that such deficit balance bears
            to the total deficit balances in the Capital Accounts of all
            Partners, until each such Partner has been


                                      -51-
<PAGE>

            allocated Net Termination Gain equal to any such deficit balance in
            its Capital Account;

                  (B) Second, 100% to the General Partner and to all Limited
            Partners, in accordance with their respective Percentage Interests,
            until the Capital Account in respect of each Common Unit then
            Outstanding is equal to the sum of (1) its Unrecovered Capital plus
            (2) the Minimum Quarterly Distribution for the Quarter during which
            the Liquidation Date occurs, reduced by any distribution pursuant to
            Section 6.4(a)(i) or (b)(i) with respect to such Common Unit for
            such Quarter (the amount determined pursuant to this clause (2) is
            hereinafter defined as the "Unpaid MQD") plus (3) any then existing
            Cumulative Common Unit Arrearage;

                  (C) Third, if such Net Termination Gain is recognized (or is
            deemed to be recognized) prior to the expiration of the
            Subordination Period, 100% to the General Partner and to all Limited
            Partners, in accordance with their respective Percentage Interests
            until the Capital Account in respect of each Subordinated Unit then
            Outstanding equals the sum of (1) its Unrecovered Capital,
            determined for the taxable year (or portion thereof) to which this
            allocation of gain relates, plus (2) the Minimum Quarterly
            Distribution for the Quarter during which the Liquidation Date
            occurs, reduced by any distribution pursuant to Section 6.4(a)(iii)
            with respect to such Subordinated Unit for such Quarter;

                  (D) Fourth, 100% to the General Partner and to all Limited
            Partners in accordance with their respective Percentage Interests
            until the Capital Account in respect of each Common Unit then
            Outstanding is equal to the sum of (1) its Unrecovered Capital, plus
            (2) the Unpaid MQD, plus (3) any then existing Cumulative Common
            Unit Arrearage, plus (4) the excess of (aa) the First Target
            Distribution less the Minimum Quarterly Distribution for each
            Quarter of the Partnership's existence over (bb) the cumulative per
            Unit amount of any distributions of Operating Surplus that was
            distributed pursuant to Sections 6.4(a)(iv) and 6.4(b)(ii) (the sum
            of (1) plus (2) plus (3) plus (4) is hereinafter defined as the
            "First Liquidation Target Amount");

                  (E) Fifth, 85% to all Unitholders, Pro Rata, 13% to the
            holders of the Incentive Distribution Rights, Pro Rata, and 2% to
            the General Partner until the Capital Account in respect of each
            Common Unit then Outstanding is equal to the sum of (1) the First
            Liquidation Target Amount, plus (2) the excess of (aa) the Second
            Target Distribution less the First Target Distribution for each
            Quarter of the Partnership's existence over (bb) the cumulative per
            Unit amount of any distributions of Operating Surplus that was
            distributed pursuant to Sections 6.4(a)(v) and 6.4(b)(iii) (the sum
            of (1) plus (2) is hereinafter defined as the "Second Liquidation
            Target Amount");

                  (F) Sixth, 75% to all Unitholders, Pro Rata, 23% to the
            holders of the Incentive Distribution Rights, Pro Rata, and 2% to
            the General Partner until the Capital Account in respect of each
            Common Unit then Outstanding is equal to the sum of (1) the Second
            Liquidation Target Amount, plus (2) the excess of (aa) the


                                      -52-
<PAGE>

            Third Target Distribution less the Second Target Distribution for
            each Quarter of the Partnership's existence over (bb) the cumulative
            per Unit amount of any distributions of Operating Surplus that was
            distributed pursuant to Sections 6.4(a)(vi) and 6.4(b)(iv) (the sum
            of (1) plus (2) is hereinafter defined as the "Third Liquidation
            Target Amount"); and

                  (G) Finally, any remaining amount 50% to all Unitholders, Pro
            Rata, 48% to the holders of the Incentive Distribution Rights, Pro
            Rata, and 2% to the General Partner.

            (ii) If a Net Termination Loss is recognized (or deemed recognized
      pursuant to Section 5.5(d)), such Net Termination Loss shall be allocated
      among the Partners in the following manner:

            (A)   First, if such Net Termination Loss is recognized (or is
                  deemed to be recognized) prior to the conversion of the last
                  Outstanding Subordinated Unit, 98% to the Unitholders holding
                  Subordinated Units, Pro Rata, and 2% to the General Partner
                  until the Capital Account in respect of each Subordinated Unit
                  then Outstanding has been reduced to zero;

            (B)   Second, 98% to all Unitholders holding Common Units, Pro Rata,
                  and 2% to the General Partner until the Capital Account in
                  respect of each Common Unit then Outstanding has been reduced
                  to zero; and

            (C)   Third, the balance, if any, 100% to the General Partner.

            (d) Special Allocations. Notwithstanding any other provision of this
Section 6.1, the following special allocations shall be made for such taxable
period:

            (i) Partnership Minimum Gain Chargeback. Notwithstanding any other
      provision of this Section 6.1, 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
      1.704-20)(2)(i), or any successor provision. For purposes of this Section
      6.1(d), 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 6.1(d) with respect to such taxable period (other than an
      allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii)). This Section
      6.1(d)(i) is intended to comply with the Partnership Minimum Gain
      chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall
      be interpreted consistently therewith.

            (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain.
      Notwithstanding the other provisions of this Section 6.1 (other than
      Section 6.1(d)(i)), except as provided in Treasury Regulation Section
      1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt
      Minimum Gain during any Partnership taxable period, any Partner with a
      share of Partner Nonrecourse Debt Minimum Gain at the beginning of


                                      -53-
<PAGE>

      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
      1.704-20)(2)(ii), or any successor provisions. For purposes of this
      Section 6.1(d), 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 6.1(d), other than Section 6.1(d)(i) and other than an
      allocation pursuant to Sections 6.1(d)(vi) and 6.1(d)(vii), with respect
      to such taxable period. This Section 6.1(d)(ii) is intended to comply with
      the chargeback of items of income and gain requirement in Treasury
      Regulation Section 1.704-2(i)(4) and shall be interpreted consistently
      therewith.

            (iii) 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 12.4) to any Unitholder with respect to its Units for
                  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 Unitholders with respect to their Units (on a per
                  Unit basis), then (1) each Unitholder receiving such greater
                  cash or property distribution shall be allocated gross income
                  in an amount equal to the product of (aa) the amount by which
                  the distribution (on a per Unit basis) to such Unitholder
                  exceeds the distribution (on a per Unit basis) to the
                  Unitholders receiving the smallest distribution and (bb) the
                  number of Units owned by the Unitholder receiving the greater
                  distribution; and (2) the General Partner shall be allocated
                  gross income in an aggregate amount equal to 1/99th of the sum
                  of the amounts allocated in clause (1) above.

            (B)   After the application of Section 6.1(d)(iii)(A), all or any
                  portion of the remaining items of Partnership gross income or
                  gain for the taxable period, if any, shall be allocated 100%
                  to the holders of Incentive Distribution Rights, Pro Rata,
                  until the aggregate amount of such items allocated to the
                  holders of Incentive Distribution Rights pursuant to this
                  paragraph 6.1(d)(iii)(B) for the current taxable year and all
                  previous taxable years is equal to the cumulative amount of
                  all Incentive Distributions made to the holders of Incentive
                  Distribution Rights from the Closing Date to a date 45 days
                  after the end of the current taxable year.

            (iv) Qualified Income Offset. In the event any Partner unexpectedly
      receives any adjustments, allocations or distributions described in
      Treasury Regulation Sections 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 specially 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


                                      -54-
<PAGE>

      possible unless such deficit balance is otherwise eliminated pursuant to
      Section 6.1(d)(i) or (ii).

            (v) Gross Income Allocations. In the event any Partner has a deficit
      balance in its Capital Account at the end of any Partnership taxable
      period in excess of the sum of (A) the amount such Partner is required to
      restore pursuant to the provisions of this Agreement and (B) the amount
      such Partner is deemed obligated to restore pursuant to Treasury
      Regulation Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be
      specially 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 6.1(d)(v) shall be made only if and to the extent
      that such Partner would have a deficit balance in its Capital Account as
      adjusted after all other allocations provided for in this Section 6.1 have
      been tentatively made as if this Section 6.1(d)(v) were not in this
      Agreement.

            (vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable
      period shall be allocated to the Partners in accordance with their
      respective Percentage Interests. If the 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 other Partners, to
      revise the prescribed ratio to the numerically closest ratio that does
      satisfy such requirements.

            (vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions
      for any taxable period shall be allocated 100% to the Partner that bears
      the Economic Risk of Loss with respect to the Partner 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.

            (viii) 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 in accordance with their respective
      Percentage Interests.

            (ix) Code Section 754 Adjustments. To the extent an adjustment to
      the adjusted tax basis of any Partnership asset pursuant to Section 734(b)
      or 743(c) of the Code is required, pursuant to Treasury Regulation Section
      1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
      Accounts, the amount of such adjustment to the Capital Accounts shall be
      treated as an item of gain (if the adjustment increases the basis of the
      asset) or loss (if the adjustment decreases such basis), and such item of
      gain or loss shall be specially allocated to the Partners in a manner
      consistent with the manner in which their Capital Accounts are required to
      be adjusted pursuant to such Section of the Treasury Regulations.


                                      -55-
<PAGE>

            (x) Economic Uniformity. At the election of the General Partner with
      respect to any taxable period ending upon, or after, the termination of
      the Subordination Period, all or a portion of the remaining items of
      Partnership gross income or gain for such taxable period, after taking
      into account allocations pursuant to Section 6.1(d)(iii), shall be
      allocated 100% to each Partner holding Subordinated Units that are
      Outstanding as of the termination of the Subordination Period ("Final
      Subordinated Units") in the proportion of the number of Final Subordinated
      Units held by such Partner to the total number of Final Subordinated Units
      then Outstanding, until each such Partner has been allocated an amount of
      gross income or gain which increases the Capital Account maintained with
      respect to such Final Subordinated Units to an amount equal to the product
      of (A) the number of Final Subordinated Units held by such Partner and (B)
      the Per Unit Capital Amount for a Common Unit. The purpose of this
      allocation is to establish uniformity between the Capital Accounts
      underlying Final Subordinated Units and the Capital Accounts underlying
      Common Units held by Persons other than the General Partner and its
      Affiliates immediately prior to the conversion of such Final Subordinated
      Units into Common Units. This allocation method for establishing such
      economic uniformity will only be available to the General Partner if the
      method for allocating the Capital Account maintained with respect to the
      Subordinated Units between the transferred and retained Subordinated Units
      pursuant to Section 5.5(c)(ii) does not otherwise provide such economic
      uniformity to the Final Subordinated Units.

            (xi) Curative Allocation.

            (A)   Notwithstanding any other provision of this Section 6.1, other
                  than the Required Allocations, the Required Allocations shall
                  be taken into account in making the Agreed Allocations so
                  that, to the extent possible, the net amount of items of
                  income, gain, loss and deduction allocated to each Partner
                  pursuant to the Required Allocations and the Agreed
                  Allocations, together, shall be equal to the net amount of
                  such items that would have been allocated to each such Partner
                  under the Agreed Allocations had the Required Allocations and
                  the related Curative Allocation not otherwise been provided in
                  this Section 6.1. Notwithstanding the preceding sentence,
                  Required Allocations relating to (1) Nonrecourse Deductions
                  shall not be taken into account except to the extent that
                  there has been a decrease in Partnership Minimum Gain and (2)
                  Partner Nonrecourse Deductions shall not be taken into account
                  except to the extent that there has been a decrease in Partner
                  Nonrecourse Debt Minimum Gain. Allocations pursuant to this
                  Section 6.1(d)(xi)(A) shall only be made with respect to
                  Required Allocations to the extent the General Partner
                  reasonably determines that such allocations will otherwise be
                  inconsistent with the economic agreement among the Partners.
                  Further, allocations pursuant to this Section 6.1(d)(xi)(A)
                  shall be deferred with respect to allocations pursuant to
                  clauses (1) and (2) hereof to the extent the General Partner
                  reasonably determines that such allocations are likely to be
                  offset by subsequent Required Allocations.


                                      -56-
<PAGE>

            (B)   The General Partner shall have reasonable discretion, with
                  respect to each taxable period, to (1) apply the provisions of
                  Section 6.1(d)(xi)(A) in whatever order is most likely to
                  minimize the economic distortions that might otherwise result
                  from the Required Allocations, and (2) divide all allocations
                  pursuant to Section 6.1(d)(xi)(A) among the Partners in a
                  manner that is likely to minimize such economic distortions.

            (xii) Corrective Allocations. In the event of any allocation of
      Additional Book Basis Derivative Items or any Book-Down Event or any
      recognition of a Net Termination Loss, the following rules shall apply:

            (A)   In the case of any allocation of Additional Book Basis
                  Derivative Items (other than an allocation of Unrealized Gain
                  or Unrealized Loss under Section 5.5(d) hereof), the General
                  Partner shall allocate additional items of gross income and
                  gain away from the holders of Incentive Distribution Rights to
                  the Unitholders and the General Partner, or additional items
                  of deduction and loss away from the Unitholders and the
                  General Partner to the holders of Incentive Distribution
                  Rights, to the extent that the Additional Book Basis
                  Derivative Items allocated to the Unitholders or the General
                  Partner exceed their Share of Additional Book Basis Derivative
                  Items. For this purpose, the Unitholders and the General
                  Partner shall be treated as being allocated Additional Book
                  Basis Derivative Items to the extent that such Additional Book
                  Basis Derivative Items have reduced the amount of income that
                  would otherwise have been allocated to the Unitholders or the
                  General Partner under the Partnership Agreement (e.g.,
                  Additional Book Basis Derivative Items taken into account in
                  computing cost of goods sold would reduce the amount of book
                  income otherwise available for allocation among the Partners).
                  Any allocation made pursuant to this Section 6.1(d)(xii)(A)
                  shall be made after all of the other Agreed Allocations have
                  been made as if this Section 6.1(d)(xii) were not in this
                  Agreement and, to the extent necessary, shall require the
                  reallocation of items that have been allocated pursuant to
                  such other Agreed Allocations.

            (B)   In the case of any negative adjustments to the Capital
                  Accounts of the Partners resulting from a Book-Down Event or
                  from the recognition of a Net Termination Loss, such negative
                  adjustment (1) shall first be allocated, to the extent of the
                  Aggregate Remaining Net Positive Adjustments, in such a
                  manner, as reasonably determined by the General Partner, that
                  to the extent possible the aggregate Capital Accounts of the
                  Partners will equal the amount which would have been the
                  Capital Account balance of the Partners if no prior Book-Up
                  Events had occurred, and (2) any negative adjustment in excess
                  of the Aggregate Remaining Net Positive Adjustments shall be
                  allocated pursuant to Section 6.1(c) hereof.


                                      -57-
<PAGE>

            (C)   In making the allocations required under this Section
                  6.1(d)(xii), the General Partner, in its sole discretion, may
                  apply whatever conventions or other methodology it deems
                  reasonable to satisfy the purpose of this Section 6.1(d)(xii).

Section 6.2. Allocations for Tax Purposes.

            (a) Except as otherwise provided herein, for federal income tax
purposes, each item of income, gain, loss and deduction 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 6. 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) 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 6.1.

            (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 5.5(d)(i) or 5.5(d)(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
      6.2(b)(i)(A); and (B) 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 6.1.

            (iii) The General Partner shall apply the principles of Treasury
      Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.

            (c) For the proper administration of the Partnership and for the
preservation of uniformity of the Limited Partner Interests (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 Limited Partner Interests (or any class
or classes thereof). The General Partner may adopt such


                                      -58-
<PAGE>

conventions, make such allocations and make such amendments to this Agreement as
provided in this Section 6.2(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 Limited Partner Interests issued and Outstanding or
the Partnership, and if such allocations are consistent with the principles of
Section 704 of the Code.

            (d) The General Partner in its discretion may determine to
depreciate or amortize 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 or amortization method and useful life applied to the
Partnership's common basis of such property, despite any inconsistency of such
approach with Treasury Regulation Section 1.167(c)-1(a)(6) or any successor
regulations thereto. If the General Partner determines that such reporting
position cannot reasonably be taken, the General Partner may adopt depreciation
and amortization conventions under which all purchasers acquiring Limited
Partner Interests in the same month would receive depreciation and amortization
deductions, 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 and amortization conventions to preserve the uniformity
of the intrinsic tax characteristics of any Limited Partner Interests that would
not have a material adverse effect on the Limited Partners or the Record Holders
of any class or classes of Limited Partner Interests.

            (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 6.2, 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, 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 opening of
the New York Stock Exchange on the first Business Day of each month; provided,
however, that (i) 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 or the
expiration of the Over-allotment Option occurs shall be allocated to the
Partners as of the opening of the New York Stock Exchange on the first Business
Day of the next succeeding month; and provided, further, that gain or loss on a
sale or other disposition of any assets of the Partnership or any other
extraordinary item of income or loss realized and recognized other than in the
ordinary course of business, as determined by the General Partner in its sole
discretion, shall be allocated to the Partners as of the opening of the New York
Stock Exchange on the first


                                      -59-
<PAGE>

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 or appropriate in its sole
discretion, to the extent permitted or required by Section 706 of the Code and
the regulations or rulings promulgated thereunder.

            (h) Allocations that would otherwise be made to a Limited Partner
under the provisions of this Article VI shall instead be made to the beneficial
owner of Limited Partner Interests 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.

Section 6.3. Requirement and Characterization of Distributions; Distributions to
             Record Holders.

            (a) Within 45 days following the end of each Quarter commencing with
the Quarter ending on March 31, 2001, an amount equal to 100% of Available Cash
with respect to such Quarter shall, subject to Section 17-607 of the Delaware
Act, be distributed in accordance with this Article VI by the Partnership to the
Partners as of the Record Date selected by the General Partner in its reasonable
discretion. All amounts of Available Cash distributed by the Partnership on any
date from any source shall be deemed to be Operating Surplus until the sum of
all amounts of Available Cash theretofore distributed by the Partnership to the
Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing
Date through the close of the immediately preceding Quarter. Any remaining
amounts of Available Cash distributed by the Partnership on such date shall,
except as otherwise provided in Section 6.5, be deemed to be "Capital Surplus."
All distributions required to be made under this Agreement shall be made subject
to Section 17-607 of the Delaware Act.

            (b) Notwithstanding Section 6.3(a), in the event of the dissolution
and liquidation of the Partnership, all receipts received during or after the
Quarter in which the Liquidation Date occurs, other than from borrowings
described in (a)(ii) of the definition of Available Cash, shall be applied and
distributed solely in accordance with, and subject to the terms and conditions
of, Section 12.4.

            (c) The General Partner shall have the discretion to treat taxes
paid by the Partnership on behalf of, or amounts withheld with respect to, all
or less than all of the Partners, as a distribution of Available Cash to such
Partners.

            (d) Each distribution in respect of a Partnership Interest shall be
paid by the Partnership, directly or through the Transfer Agent or through any
other Person or agent, only to the Record Holder of such Partnership Interest as
of the Record Date set for such 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.

Section 6.4. Distributions of Available Cash from Operating Surplus.

            (a) During Subordination Period. Available Cash with respect to any
Quarter within the Subordination Period that is deemed to be Operating Surplus
pursuant to the


                                      -60-
<PAGE>

provisions of Section 6.3 or 6.5 shall, subject to Section 17-607 of the
Delaware Act, be distributed as follows, except as otherwise required by Section
5.12 with respect to the Class B Common Units or Section 5.6(b) in respect of
additional Partnership Securities issued pursuant thereto:

            (i) First, 98% to the Unitholders holding Common Units, Pro Rata,
      and 2% to the General Partner until there has been distributed in respect
      of each Common Unit then Outstanding an amount equal to the Minimum
      Quarterly Distribution for such Quarter;

            (ii) Second, 98% to the Unitholders holding Common Units, Pro Rata,
      and 2% to the General Partner until there has been distributed in respect
      of each Common Unit then Outstanding an amount equal to the Cumulative
      Common Unit Arrearage existing with respect to such Quarter;

            (iii) Third, 98% to the Unitholders holding Subordinated Units, Pro
      Rata, and 2% to the General Partner until there has been distributed in
      respect of each Subordinated Unit then Outstanding an amount equal to the
      Minimum Quarterly Distribution for such Quarter;

            (iv) Fourth, 98% to all Unitholders, Pro Rata, and 2% to the General
      Partner until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the excess of the First Target Distribution
      over the Minimum Quarterly Distribution for such Quarter;

            (v) Fifth, 85% to all Unitholders, Pro Rata, 13% to the holders of
      the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner
      until there has been distributed in respect of each Unit then Outstanding
      an amount equal to the excess of the Second Target Distribution over the
      First Target Distribution for such Quarter;

            (vi) Sixth, 75% to all Unitholders, Pro Rata, 23% to the holders of
      the Incentive Distribution Rights, Pro Rata, and 2% to the General Partner
      until there has been distributed in respect of each Unit then Outstanding
      an amount equal to the excess of the Third Target Distribution over the
      Second Target Distribution for such Quarter; and

            (vii) Thereafter, 50% to all Unitholders, Pro Rata, 48% to the
      holders of the Incentive Distribution Rights, Pro Rata, and 2% to the
      General Partner;

provided, however, 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 the second sentence of Section 6.6(a), the
distribution of Available Cash that is deemed to be Operating Surplus with
respect to any Quarter will be made solely in accordance with Section
6.4(a)(vii).

            (b) After Subordination Period. Available Cash with respect to any
Quarter after the Subordination Period that is deemed to be Operating Surplus
pursuant to the provisions of Section 6.3 or 6.5, subject to Section 17-607 of
the Delaware Act, shall be distributed as follows,


                                      -61-
<PAGE>

except as otherwise required by Section 5.12 with respect to the Class B Common
Units or Section 5.6(b) in respect of additional Partnership Securities issued
pursuant thereto:

            (i) First, 98% to all Unitholders, Pro Rata, and 2% to the General
      Partner until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the Minimum Quarterly Distribution for such
      Quarter;

            (ii) Second, 98% to all Unitholders, Pro Rata, and 2% to the General
      Partner until there has been distributed in respect of each Unit then
      Outstanding an amount equal to the excess of the First Target Distribution
      over the Minimum Quarterly Distribution for such Quarter;

            (iii) Third, 85% to all Unitholders, Pro Rata, and 13% to the
      holders of the Incentive Distribution Rights, Pro Rata, and 2% to the
      General Partner until there has been distributed in respect of each Unit
      then Outstanding an amount equal to the excess of the Second Target
      Distribution over the First Target Distribution for such Quarter;

            (iv) Fourth, 75% to all Unitholders, Pro Rata, and 23% to the
      holders of the Incentive Distribution Rights, Pro Rata, and 2% to the
      General Partner until there has been distributed in respect of each Unit
      then Outstanding an amount equal to the excess of the Third Target
      Distribution over the Second Target Distribution for such Quarter; and

            (v) Thereafter, 50% to all Unitholders, Pro Rata, and 48% to the
      holders of the Incentive Distribution Rights, Pro Rata, and 2% to the
      General Partner;

provided, however, 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 the second sentence of Section 6.6(a), the
distribution of Available Cash that is deemed to be Operating Surplus with
respect to any Quarter will be made solely in accordance with Section 6.4(b)(v).

Section 6.5. Distributions of Available Cash from Capital Surplus.

      Available Cash that is deemed to be Capital Surplus pursuant to the
provisions of Section 6.3(a) shall, subject to Section 17-607 of the Delaware
Act, be distributed, unless the provisions of Section 6.3 require otherwise, 98%
to all Unitholders, Pro Rata, and 2% to the General Partner until a hypothetical
holder of a Common Unit acquired on the Closing Date has received with respect
to such Common Unit, during the period since the Closing Date through such date,
distributions of Available Cash that are deemed to be Capital Surplus in an
aggregate amount equal to the Initial Unit Price. Available Cash that is deemed
to be Capital Surplus shall then be distributed 98% to all Unitholders holding
Common Units, Pro Rata, and 2% to the General Partner until there has been
distributed in respect of each Common Unit then Outstanding an amount equal to
the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be
distributed as if it were Operating Surplus and shall be distributed in
accordance with Section 6.4.


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<PAGE>

Section 6.6. Adjustment of Minimum Quarterly Distribution and Target
Distribution Levels.

            (a) The Minimum Quarterly Distribution, First Target Distribution,
Second Target Distribution, Third Target Distribution Common Unit Arrearages and
Cumulative Common Unit Arrearages 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 5.10. In the event of a distribution of
Available Cash that is deemed to be from Capital Surplus, the then applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution shall be adjusted proportionately
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 case may be, by a fraction of
which the numerator is the Unrecovered Capital of the Common Units immediately
after giving effect to such distribution and of which the denominator is the
Unrecovered Capital of the Common Units immediately prior to giving effect to
such distribution.

            (b) The Minimum Quarterly Distribution, First Target Distribution,
Second Target Distribution and Third Target Distribution shall also be subject
to adjustment pursuant to Section 6.9.

Section 6.7. Special Provisions Relating to the Holders of Subordinated Units.

            (a) Except with respect to the right to vote on or approve matters
requiring the vote or approval of a percentage of the holders of Outstanding
Common Units and the right to participate in allocations of income, gain, loss
and deduction and distributions made with respect to Common Units, the holder of
a Subordinated Unit shall have all of the rights and obligations of a Unitholder
holding Common Units hereunder; provided, however, that immediately upon the
conversion of Subordinated Units into Common Units pursuant to Section 5.8, the
Unitholder holding a Subordinated Unit shall possess all of the rights and
obligations of a Unitholder holding Common Units hereunder, including the right
to vote as a Common Unitholder and the right to participate in allocations of
income, gain, loss and deduction and distributions made with respect to Common
Units; provided, however, that such converted Subordinated Units shall remain
subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b).

            (b) The Unitholder holding a Subordinated Unit which has converted
into a Common Unit pursuant to Section 5.8 shall not be issued a Common Unit
Certificate pursuant to Section 4.1, and shall not be permitted to transfer its
converted Subordinated Units to a Person which is not an Affiliate of the holder
until such time as the General Partner determines, based on advice of counsel,
that a converted Subordinated Unit should have, as a substantive matter, like
intrinsic economic and federal income tax characteristics, in all material
respects, to the intrinsic economic and federal income tax characteristics of an
Initial Common Unit. In connection with the condition imposed by this Section
6.7(b), the General Partner may take whatever reasonable steps are required to
provide economic uniformity to the converted Subordinated Units in preparation
for a transfer of such converted Subordinated Units, including the application
of Sections 5.5 (c)(ii) and 6.1(d)(x); provided, however, that no such steps may
be taken that would have a material adverse effect on the Unitholders holding
Common Units represented by Common Unit Certificates.


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<PAGE>

Section 6.8. Special Provisions Relating to the Holders of Incentive
             Distribution Rights.

      Notwithstanding anything to the contrary set forth in this Agreement, the
holders of the Incentive Distribution Rights (a) shall (i) possess the rights,
and obligations provided in this Agreement with respect to a Limited Partner
pursuant to Articles III and VII and (ii) have a Capital Account as a Partner
pursuant to Section 5.5 and all other provisions related thereto and (b) shall
not (i) be entitled to vote on any matters requiring the approval or vote of the
holders of Outstanding Units, (ii) be entitled to any distributions other than
as provided in Sections 6.4(a)(v), (vi) and (vii), 6.4(b)(iii), (iv) and (v),
and 12.4 or (iii) be allocated items of income, gain, loss or deduction other
than as specified in this Article VI.

Section 6.9. Entity-Level Taxation.

      If legislation is enacted or the interpretation of existing language is
modified by the relevant governmental authority which causes the Partnership or
the Operating Partnership to be treated as an association taxable as a
corporation or otherwise subjects the Partnership or the Operating Partnership
to entity-level taxation for federal income tax purposes, the then applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution shall be adjusted to equal the
product obtained by multiplying (a) the amount thereof by (b) one minus the sum
of (i) the highest marginal federal corporate (or other entity, as applicable)
income tax rate of the Partnership or such Operating Partnership for the taxable
year of the Partnership or the Operating Partnership in which such Quarter
occurs (expressed as a percentage) plus (ii) the effective overall state and
local income tax rate (expressed as a percentage) applicable to the Partnership
or the Operating Partnership for the calendar year next preceding the calendar
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), but only to the extent of the increase in such
rates resulting from such legislation or interpretation. Such effective overall
state and local income tax rate shall be determined for the taxable year next
preceding the first taxable year during which the Partnership or the Operating
Partnership is taxable for federal income tax purposes as an association taxable
as a corporation or is otherwise subject to entity-level taxation by determining
such rate as if the Partnership or the Operating Partnership had been subject to
such state and local taxes during such preceding taxable year.

                                  ARTICLE VII.
                      MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1. Management.

            (a) The General Partner shall conduct, direct and manage 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 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 7.3, shall have full power and authority to
do all things and on such terms as it, in its sole discretion, may deem


                                      -64-
<PAGE>

necessary or appropriate to conduct the business of the Partnership, to exercise
all powers set forth in Section 2.5 and to effectuate the purposes set forth in
Section 2.4, including the following:

            (i) 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, including indebtedness that is convertible into Partnership
      Securities, and the incurring of any other obligations;

            (ii) 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;

            (iii) 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 (iii) being subject, however,
      to any prior approval that may be required by Section 7.3);

            (iv) the use of the assets of the Partnership (including cash on
      hand) for any purpose consistent with the terms of this Agreement,
      including the financing of the conduct of the operations of the
      Partnership Group; subject to Section 7.6(a), the lending of funds to
      other Persons (including the Operating Partnership); the repayment of
      obligations of the Partnership Group and the making of capital
      contributions to any member of the Partnership Group;

            (v) the negotiation, execution and performance of any contracts,
      conveyances or other instruments (including instruments that limit the
      liability of the Partnership under contractual arrangements to all or
      particular assets of the Partnership, with 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);

            (vi) the distribution of Partnership cash;

            (vii) the selection and dismissal of employees (including 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;

            (viii) the maintenance of such insurance for the benefit of the
      Partnership Group and the Partners as it deems necessary or appropriate;

            (ix) the formation of, or acquisition of an interest in, and the
      contribution of property and the making of loans to, any further limited
      or general partnerships, joint ventures, limited liability companies,
      corporations or other relationships (including the acquisition of
      interests in, and the contributions of property to, the Operating
      Partnership from time to time) subject to the restrictions set forth in
      Section 2.4;


                                      -65-
<PAGE>

            (x) the control of any matters affecting the rights and obligations
      of the Partnership, including 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;

            (xi) the indemnification of any Person against liabilities and
      contingencies to the extent permitted by law;

            (xii) the entering into of listing agreements with any National
      Securities Exchange and the delisting of some or all of the Limited
      Partner Interests from, or requesting that trading be suspended on, any
      such exchange (subject to any prior approval that may be required under
      Section 4.8);

            (xiii) unless restricted or prohibited by Section 5.7, the purchase,
      sale or other acquisition or disposition of Partnership Securities, or the
      issuance of additional options, rights, warrants and appreciation rights
      relating to Partnership Securities; and

            (xiv) the undertaking of any action in connection with the
      Partnership's ownership or operation of any Group Member, including
      exercising, on behalf and for the benefit of the Partnership, the
      Partnership's rights as the sole stockholder of the Operating General
      Partner.

            (b) Notwithstanding any other provision of this Agreement, the
Operating Partnership Agreement, the Delaware Act or any applicable law, rule or
regulation, each of the Partners and the Assignees and each other Person who may
acquire an interest in Partnership Securities hereby (i) approves, ratifies and
confirms the execution, delivery and performance by the parties thereto of the
Operating Partnership Agreement, the Underwriting Agreement, the Omnibus
Agreement, the Contribution and Conveyance Agreement, and the other agreements
and other described in or filed as exhibits to the Registration Statement that
are related to the transactions contemplated by the Registration Statement; (ii)
agrees that the General Partner (on its own or through any officer of the
Partnership) 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 or contemplated by 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 Partnership Securities; and (iii) agrees that the execution,
delivery or performance by the General Partner, any Group Member or any
Affiliate of any of them, of this Agreement or any agreement authorized or
permitted under this Agreement (including the exercise by the General Partner or
any Affiliate of the General Partner of the rights accorded pursuant to Article
XV), shall not constitute a breach by the General Partner of any duty that the
General Partner may owe the Partnership or the Limited Partners or any other
Persons under this Agreement (or any other agreements) or of any duty stated or
implied by law or equity.

Section 7.2. Certificate of Limited Partnership.

      The General Partner has caused the Certificate of Limited Partnership to
be filed with the Secretary of State of the State of Delaware as required by the
Delaware Act and shall use all


                                      -66-
<PAGE>

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 or other entity 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 3.4(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.

Section 7.3. Restrictions on General Partner's Authority.

            (a) The General Partner may not, without written approval of the
specific act by holders of all of the Outstanding Limited Partner Interests or
by other written instrument executed and delivered by holders of all of the
Outstanding Limited Partner Interests subsequent to the date of this Agreement,
take any action in contravention of this Agreement, including, except as
otherwise provided in this Agreement, (i) committing any act that would make it
impossible to carry on the ordinary business of the Partnership; (ii) possessing
Partnership property, or assigning any rights in specific Partnership property,
for other than a Partnership purpose; (iii) admitting a Person as a Partner;
(iv) amending this Agreement in any manner; or (v) transferring its interest as
general partner of the Partnership.

            (b) Except as provided in Articles XII and XIV, 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) or approve on
behalf of the Partnership the sale, exchange or other disposition of all or
substantially all of the assets of the Operating Partnership, without obtaining
both the approval of holders of a Unit Majority and Special Approval; provided
however that this provision shall not preclude or limit the General Partner's
ability to mortgage, pledge, hypothecate or grant a security interest in all or
substantially all of the assets of the Partnership or Operating Partnership and
shall not apply to any forced sale of any or all of the assets of the
Partnership or Operating Partnership pursuant to the foreclosure of, or other
realization upon, any such encumbrance. Without the approval of holders of a
Unit Majority, the General Partner shall not, on behalf of the Partnership, (i)
consent to any amendment to the Operating Partnership Agreement or, except as
expressly permitted by Section 7.9(d), take any action permitted to be taken by
a partner of the Operating Partnership, in either case, that would have a
material adverse effect on the Partnership as a partner of the Operating
Partnership or (ii) except as permitted under Sections 4.6, 11.1 and 11.2, elect
or cause the Partnership to elect a successor general partner.


                                      -67-
<PAGE>

Section 7.4. Reimbursement of the General Partner.

            (a) Except as provided in this Section 7.4 and elsewhere in this
Agreement or in the Operating Partnership Agreement, the General Partner shall
not be compensated for its services as General Partner.

            (b) The General Partner shall be reimbursed on a monthly basis, or
such other reasonable 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 payments made for the benefit of
the Partnership to or on behalf of the Operating General Partner and including
salary, bonus, incentive compensation and other amounts paid to any Person
including Affiliates of the General Partner to perform services for the
Partnership, any Group Member or for the General Partner in the discharge of its
duties to the Partnership), and (ii) all other necessary or appropriate expenses
allocable to the Partnership or otherwise reasonably incurred by the General
Partner in connection with operating the Partnership's business (including
expenses allocated to the General Partner by its Affiliates). The General
Partner shall determine the expenses that are allocable to the Partnership in
any reasonable manner determined by the General Partner in its sole discretion.
Reimbursements pursuant to this Section 7.4 shall be in addition to any
reimbursement to the General Partner as a result of indemnification pursuant to
Section 7.7.

            (c) Subject to Section 5.7, the General Partner, in its sole
discretion and without the approval of the Limited Partners (who shall have no
right to vote in respect thereof), may propose and adopt on behalf of the
Partnership employee benefit plans, employee programs and employee practices
(including plans, programs and practices involving the issuance of Partnership
Securities or options to purchase Partnership Securities), or cause the
Partnership to issue Partnership Securities in connection with, or pursuant to,
any employee benefit plan, employee program or employee practice maintained or
sponsored by the General Partner or any of its Affiliates, in each case for the
benefit of employees of the General Partner, any Group Member or any Affiliate,
or any of them, in respect of services performed, directly or indirectly, for
the benefit of the Partnership Group. The Partnership agrees to issue and sell
to the General Partner or any of its Affiliates any Partnership Securities that
the General Partner or such Affiliate is obligated to provide to any employees
pursuant to any such employee benefit plans, employee programs or employee
practices. Expenses incurred by the General Partner in connection with any such
plans, programs and practices (including the net cost to the General Partner or
such Affiliate of Partnership Securities purchased by the General Partner or
such Affiliate from the Partnership to fulfill options or awards under such
plans, programs and practices) shall be reimbursed in accordance with Section
7.4(b). Any and all obligations of the General Partner under any employee
benefit plans, employee programs or employee practices adopted by the General
Partner as permitted by this Section 7.4(c) shall constitute obligations of the
General Partner hereunder and shall be assumed by any successor General Partner
approved pursuant to Section 11.1 or 11.2 or the transferee of or successor to
all of the General Partner's General Partner Interest pursuant to Section 4.6.


                                      -68-
<PAGE>

Section 7.5. Outside Activities.

            (a) After the Closing Date, the General Partner, for so long as it
is the General Partner of the Partnership (i) agrees that its sole business will
be to act as the general partner or managing member of the Partnership and any
other partnership or limited liability company of which the Partnership is,
directly or indirectly, a partner or member and to undertake activities that are
ancillary or related thereto (including being a limited partner in the
Partnership), (ii) shall not engage in any business or activity or incur any
debts or liabilities except in connection with or incidental to (A) its
performance as general partner or managing member of one or more Group Members
or as described in or contemplated by the Registration Statement or (B) the
acquiring, owning or disposing of debt or equity securities in any Group Member
and (iii) except to the extent permitted in the Omnibus Agreement, shall not,
and shall cause its Affiliates not to, engage in any Restricted Business.

            (b) The Williams Companies, Inc. and certain of its Affiliates have
entered into the Omnibus Agreement with the Partnership and the Operating
Partnership, which agreement sets forth certain restrictions on the ability of
The Williams Companies, Inc. and its Affiliates to engage in Restricted
Businesses.

            (c) Except as specifically restricted by Section 7.5(a) and the
Omnibus Agreement, each Indemnitee (other than the General Partner) shall have
the right to engage in businesses of every type and description and other
activities for profit and to engage in and possess an interest in other business
ventures of any and every type or description, whether in businesses engaged in
or anticipated to be engaged in by any Group Member, independently or with
others, including business interests and activities in direct competition with
the business and activities of any Group Member, and none of the same shall
constitute a breach of this Agreement or any duty express or implied by law to
any Group Member or any Partner or Assignee. Neither any Group Member, any
Limited Partner nor any other Person shall have any rights by virtue of this
Agreement, the Operating Partnership Agreement or the partnership relationship
established hereby or thereby in any business ventures of any Indemnitee.

            (d) Subject to the terms of Section 7.5(a), Section 7.5(b), Section
7.5(c) and the Omnibus Agreement, but otherwise notwithstanding anything to the
contrary in this Agreement, (i) the engaging in competitive activities by any
Indemnitees (other than the General Partner) in accordance with the provisions
of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii)
it shall be deemed not to be a breach of the General Partner's fiduciary duty or
any other obligation of any type whatsoever of the General Partner for the
Indemnitees (other than the General Partner) to engage in such business
interests and activities in preference to or to the exclusion of the Partnership
and (iii) the General Partner and the Indemnities shall have no obligation to
present business opportunities to the Partnership.

            (e) The General Partner and any of its Affiliates may acquire Units
or other Partnership Securities in addition to those acquired on the Closing
Date and, except as otherwise provided in this Agreement, shall be entitled to
exercise all rights of the General Partner or Limited Partner, as applicable,
relating to such Units or Partnership Securities.


                                      -69-
<PAGE>

            (f) The term "Affiliates" when used in Section 7.5(a) and Section
7.5(e) with respect to the General Partner shall not include any Group Member or
any Subsidiary of the Group Member.

            (g) Anything in this Agreement to the contrary notwithstanding, to
the extent that provisions of Sections 7.7, 7.8, 7.9, 7.10 or other Sections of
this Agreement purport or are interpreted to have the effect of restricting the
fiduciary duties that might otherwise, as a result of Delaware or other
applicable law, be owed by the General Partner to the Partnership and its
Limited Partners, or to constitute a waiver or consent by the Limited Partners
to any such restriction, such provisions shall be inapplicable and have no
effect in determining whether the General Partner has complied with its
fiduciary duties in connection with determinations made by it under this Section
7.5.

Section 7.6. Loans from the General Partner; Loans or Contributions from the
Partnership; Contracts with Affiliates; Certain Restrictions on the General
Partner.

            (a) The General Partner or its Affiliates may lend to any Group
Member, and any Group Member may borrow from the General Partner or any of its
Affiliates, funds needed or desired by the Group Member for such periods of time
and in such amounts as the General Partner may determine; provided, however,
that in any such 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 or impose terms less favorable to the borrowing party than would be
charged or imposed on the borrowing party by unrelated lenders on comparable
loans made on an arm's-length basis (without reference to the lending party's
financial abilities or guarantees). The borrowing party shall reimburse the
lending party for any costs (other than any additional interest costs) incurred
by the lending party in connection with the borrowing of such funds. For
purposes of this Section 7.6(a) and Section 7.6(b), the term "Group Member"
shall include any Affiliate of a Group Member that is controlled by the Group
Member. No Group Member may lend funds to the General Partner or any of its
Affiliates (other than another Group Member).

            (b) The Partnership may lend or contribute to any Group Member, and
any Group Member may borrow from the Partnership, funds on terms and conditions
established in the sole discretion of the General Partner; provided, however,
that the Partnership may not charge the Group Member interest at a rate less
than the rate that would be charged to the Group Member (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 any Group Member 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 a Group Member or to the
General Partner in the discharge of its duties as general partner of the
Partnership. Any services rendered to a Group Member 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 7.6(c)
shall be deemed satisfied as to (i) any transaction approved by Special
Approval, (ii) any transaction, the terms of which are no less favorable to the
Partnership Group than those generally being provided to or available from
unrelated third parties or (iii) any transaction that, taking into account the
totality


                                      -70-
<PAGE>

of the relationships between the parties involved (including other transactions
that may be particularly favorable or advantageous to the Partnership Group), is
equitable to the Partnership Group. The provisions of Section 7.4 shall apply to
the rendering of services described in this Section 7.6(c).

            (d) The Partnership Group may transfer assets to joint ventures,
other partnerships, corporations, limited liability companies 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 7.6(e) shall be deemed to be satisfied as to (i) the
transactions effected pursuant to Sections 5.2 and 5.3, the Contribution and
Conveyance Agreement and any other transactions described in or contemplated by
the Registration Statement, (ii) any transaction approved by Special Approval,
(iii) 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, or (iv) any transaction that, 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), is
equitable to the Partnership. With respect to any contribution of assets to the
Partnership in exchange for Partnership Securities, the Conflicts Committee, in
determining whether the appropriate number of Partnership Securities are being
issued, may take into account, among other things, the fair market value of the
assets, the liquidated and contingent liabilities assumed, the tax basis in the
assets, the extent to which tax-only allocations to the transferor will protect
the existing partners of the Partnership against a low tax basis, and such other
factors as the Conflicts Committee deems relevant under the circumstances.

            (f) The General Partner and its Affiliates will have no obligation
to permit any Group Member to use any facilities or assets 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 on the part of the General Partner or its Affiliates to enter into
such contracts.

            (g) Without limitation of Sections 7.6(a) through 7.6(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.

Section 7.7. Indemnification.

            (a) To the fullest extent permitted by law but subject to the
limitations expressly provided in this Agreement, all Indemnitees shall be
indemnified and held harmless by the Partnership from and against any and all
losses, claims, damages, liabilities, joint or several, expenses (including
legal fees and expenses), judgments, fines, penalties, interest, settlements or
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


                                      -71-
<PAGE>

threatened to be involved, as a party or otherwise, by reason of its status as
an Indemnitee; provided, that in each case the Indemnitee acted in good faith
and in a manner that such Indemnitee reasonably believed to be in, or (in the
case of a Person other than the General Partner) 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 7.7 shall be available to the General
Partner with respect to its obligations incurred pursuant to the Underwriting
Agreement or the Contribution and Conveyance Agreement (other than obligations
incurred by the General Partner on behalf of the Partnership or the Operating
Partnership). 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
7.7 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
legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant
to Section 7.7(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 any 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 7.7.

            (c) The indemnification provided by this Section 7.7 shall be in
addition to any other rights to which an Indemnitee may be entitled under any
agreement, pursuant to any vote of the holders of Outstanding Limited Partner
Interests, as a matter of law or otherwise, both as to actions in the
Indemnitee's capacity as an Indemnitee and as to actions in any other capacity
(including any capacity under the Underwriting Agreement), and shall continue as
to an Indemnitee who has ceased to serve in such capacity and shall inure to the
benefit of the heirs, successors, assigns and administrators of the Indemnitee.

            (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, its Affiliates 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 or such Person's activities on behalf of the Partnership, regardless
of whether the Partnership would have the power to indemnify such Person against
such liability under the provisions of this Agreement.

            (e) For purposes of this Section 7.7, 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
shall constitute "fines" within the meaning of Section 7.7(a); and action taken
or omitted by the Indemnitee with respect to any employee benefit plan in the
performance of its duties for a purpose reasonably


                                      -72-
<PAGE>

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 7.7 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 7.7 are for the benefit of the
Indemnitees, 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 7.7 or any
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 obligations of the Partnership to indemnify any such Indemnitee under and in
accordance with the provisions of this Section 7.7 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.

Section 7.8. Liability of Indemnitees.

            (a) Notwithstanding anything to the contrary set forth in this
Agreement, no Indemnitee shall be liable for monetary damages to the
Partnership, the Limited Partners, the Assignees or any other Persons who have
acquired interests in the Partnership Securities, 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 7.1(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) To the extent that, at law or in equity, an Indemnitee has
duties (including fiduciary duties) and liabilities relating thereto to the
Partnership or to the Partners, the General Partner and any other Indemnitee
acting in connection with the Partnership's business or affairs shall not be
liable to the Partnership or to any Partner for its good faith reliance on the
provisions of this Agreement. The provisions of this Agreement, to the extent
that they restrict or otherwise modify the duties and liabilities of an
Indemnitee otherwise existing at law or in equity, are agreed by the Partners to
replace such other duties and liabilities of such Indemnitee.

            (d) Any amendment, modification or repeal of this Section 7.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability to the Partnership, the Limited Partners, the
General Partner, and the General Partner's and any


                                      -73-
<PAGE>

Group Member's directors, officers and employees under this Section 7.8 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.

Section 7.9. Resolution of Conflicts of Interest.

            (a) Unless otherwise expressly provided in this Agreement or the
Operating Partnership Agreement, whenever a potential conflict of interest
exists or arises between the General Partner or any of its Affiliates, on the
one hand, and the Partnership, the Operating Partnership, any Partner or any
Assignee, on the other, any resolution or course of action by the General
Partner or its Affiliates 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 Operating Partnership Agreement, 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 such resolution;
provided, however, that, without obtaining Special Approval, no Group Member
shall acquire any assets or business from the General Partner or any of its
Affiliates (other than another Group Member) the purchase price of which will
exceed greater than 5% of the gross (undepreciated) book value of property,
plant and equipment as reflected on the Partnership's consolidated balance sheet
as of the end of the calendar three-month or annual period next preceding the
date of any such acquisition. 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 (as long as the material facts known to the General Partner or
any of its Affiliates regarding any proposed transaction were disclosed to the
Conflicts Committee at the time it gave its approval), (ii) 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 Committee in connection with any Special Approval) shall be
authorized in connection with its determination of what is "fair and reasonable"
to the Partnership and in connection with its resolution of any conflict of
interest to consider (A) the relative interests of any party to such conflict,
agreement, transaction or situation and the benefits and burdens relating to
such interest; (B) any customary or accepted industry practices and any
customary or historical dealings with a particular Person; (C) any applicable
generally accepted accounting practices or principles; and (D) such additional
factors as the General Partner (including the Conflicts 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 (including the Conflicts
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


                                      -74-
<PAGE>

therein or, to the extent permitted by law, under the Delaware Act or any other
law, rule or regulation.

            (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 "necessary or advisable" or under a
grant of similar authority or latitude, except as otherwise provided herein, 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 Partnership, 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) in "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 Operating Partnership Agreement, 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 or such Affiliate consistent
with the standards of "reasonable discretion" set forth in the definitions of
Available Cash or Operating Surplus shall not constitute a breach of any duty of
the General Partner to the Partnership or the Limited Partners. The General
Partner shall have no duty, express or implied, to sell or otherwise dispose of
any asset of the Partnership Group other than in the ordinary course of
business. No borrowing by any Group Member 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 (A)
enable distributions to the General Partner or its Affiliates (including in
their capacities as Limited Partners) to exceed 2% of the total amount
distributed to all partners or (B) hasten the expiration of the Subordination
Period or the conversion of any Subordinated Units into Common Units.

            (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 transactions.

            (d) The Unitholders hereby authorize the General Partner, on behalf
of the Partnership as a partner or member of a Group Member, to approve of
actions by the general partner or managing member of such Group Member similar
to those actions permitted to be taken by the General Partner pursuant to this
Section 7.9.

Section 7.10. Other Matters Concerning the General Partner.

            (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.


                                      -75-
<PAGE>

            (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 to be taken in reliance
upon the opinion (including 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, a duly appointed attorney or attorneys-in-fact or the duly authorized
officers of the Partnership.

            (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 to the extent permitted by law, 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.

Section 7.11. Purchase or Sale of Partnership Securities.

      The General Partner may cause the Partnership to purchase or otherwise
acquire Partnership Securities; provided that, except as permitted pursuant to
Section 4.10, the General Partner may not cause any Group Member to purchase
Subordinated Units during the Subordination Period. As long as Partnership
Securities are held by any Group Member, such Partnership Securities 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 Partnership Securities for
its own account, subject to the provisions of Articles IV and X.

Section 7.12. Registration Rights of the General Partner and its Affiliates.

            (a) If (i) the General Partner or any Affiliate of the General
Partner (including for purposes of this Section 7.12, any Person that is an
Affiliate of the General Partner at the date of this Agreement notwithstanding
that it may later cease to be an Affiliate of the General Partner) holds
Partnership Securities that it desires to sell and (ii) Rule 144 of the
Securities Act (or any successor rule or regulation to Rule 144) or another
exemption from registration is not available to enable such holder of
Partnership Securities (the "Holder") to dispose of the number of 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 Commission
as promptly as practicable after receiving such request, and use all reasonable
efforts to cause to become effective and remain effective for a period of not
less than six months following its effective date or such shorter period as
shall terminate when all Partnership Securities covered by such registration
statement have been sold, a registration statement under the Securities Act
registering the offering and sale of the number of Partnership Securities
specified by the Holder; provided, however, that the Partnership shall not be
required to effect more than three registrations pursuant to this Section
7.12(a); and


                                      -76-
<PAGE>

provided further, that if the Conflicts Committee 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, the filing of such
registration statement or the effectiveness thereof may be deferred for up to
six months, but not thereafter. In connection with any registration pursuant to
the immediately preceding sentence, 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 Holder 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 or partnership
doing business in such jurisdiction solely as a result of such registration, and
(y) such documents as may be necessary to apply for listing or to list the
Partnership Securities subject to such registration on such National Securities
Exchange as the Holder shall reasonably request, and do any and all other acts
and things that may reasonably be necessary or advisable to enable the Holder to
consummate a public sale of such Partnership Securities in such states. Except
as set forth in Section 7.12(c), all costs and expenses of any such registration
and offering (other than the underwriting discounts and commissions) shall be
paid by the Partnership, without reimbursement by the Holder.

            (b) If the Partnership shall at any time propose to file a
registration statement under the Securities Act for an offering of equity
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 Holder in such
registration statement as the Holder shall request. If the proposed offering
pursuant to this Section 7.12(b) shall be an underwritten offering, then, in the
event that the managing underwriter or managing underwriters of such offering
advise the Partnership and the Holder in writing that in their opinion the
inclusion of all or some of the Holder's Partnership Securities 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 held by the
Holder which, in the opinion of the managing underwriter or managing
underwriters, will not so adversely and materially affect the offering. Except
as set forth in Section 7.12(c), all costs and expenses of any such registration
and offering (other than the underwriting discounts and commissions) shall be
paid by the Partnership, without reimbursement by the Holder.

            (c) If underwriters are engaged in connection with any registration
referred to in this Section 7.12, 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
7.7, the Partnership shall, to the fullest extent, permitted by law, indemnify
and hold harmless the Holder, its officers, directors and each Person who
controls the 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 interest, penalties and reasonable
attorneys' fees and disbursements), resulting to, imposed upon, or incurred by
the Indemnified Persons, directly or indirectly, under the Securities Act or
otherwise (hereinafter referred to in this Section 7.12(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


                                      -77-
<PAGE>

under which any Partnership 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 any Indemnified Person 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 Section 7.12(a) and 7.12(b) shall continue to
be applicable with respect to the General Partner (and any of the General
Partner's Affiliates) after it 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 Holder to sell all of the Partnership
Securities with respect to which it has requested during such two-year period
inclusion in a registration statement otherwise filed or that a registration
statement be filed; provided, however, that the Partnership shall not be
required to file successive registration statements covering the same
Partnership Securities for which registration was demanded during such two-year
period. The provisions of Section 7.12(c) shall continue in effect thereafter.

            (e) Any request to register Partnership Securities pursuant to this
Section 7.12 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.

Section 7.13. 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 and any officer of the General Partner authorized by the General Partner
to act on behalf of and in the name of the Partnership 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 authorized contracts on behalf of the
Partnership, and such Person shall be entitled to deal with the General Partner
or any such officer 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 or any such officer in
connection with any such dealing. In no event shall any Person dealing with the
General Partner or any such officer or its representatives be obligated to
ascertain that the terms of the Agreement have been complied with or to inquire
into the necessity or expedience of any act or action of the General Partner or
any such officer or its representatives. Each and every certificate, document or
other


                                      -78-
<PAGE>

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.

                                  ARTICLE VIII.
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 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 all books and records necessary to provide to
the Limited Partners any information required to be provided pursuant to Section
3.4(a). Any books and records maintained by or on behalf of the Partnership in
the regular course of its business, including 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 drives, 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 U.S. GAAP.

Section 8.2. Fiscal Year.

      The fiscal year of the Partnership shall be a fiscal year ending December
31.

Section 8.3. Reports.

            (a) As soon as practicable, but in no event later than 120 days
after the close of each fiscal year of the Partnership, the General Partner
shall cause to be mailed or furnished to each Record Holder of a Unit as of a
date selected by the General Partner in its discretion, an annual report
containing financial statements of the Partnership for such fiscal year of the
Partnership, presented in accordance with U.S. GAAP, including a balance sheet
and statements of operations, Partnership equity and cash flows, such statements
to be audited by a firm of independent public accountants selected by the
General Partner.

            (b) As soon as practicable, but in no event later than 90 days after
the close of each Quarter except the last Quarter of each fiscal year, the
General Partner shall cause to be mailed or furnished to each Record Holder of a
Unit, as of a date selected by the General Partner in its 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.


                                      -79-
<PAGE>

                                   ARTICLE IX.
                                   TAX MATTERS

Section 9.1. Tax Returns and Information.

      The Partnership shall timely file all returns of the Partnership that are
required for federal, state and local income tax purposes on the basis of the
accrual method and a taxable year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax reporting
purposes with respect to a taxable year shall be furnished to them within 90
days of the close of the calendar year in which the Partnership's taxable year
ends. 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.

Section 9.2. Tax Elections.

            (a) The Partnership shall make the election under Section 754 of the
Code in accordance with applicable regulations thereunder, subject to the
reservation of the right to seek to revoke any such election upon the General
Partner's determination that such revocation is in the best interests of the
Limited Partners. Notwithstanding any other provision herein contained, for the
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 a Limited Partner Interest will be
deemed to be the lowest quoted closing price of the Limited Partner Interests on
any National Securities Exchange on which such Limited Partner Interests are
traded during the calendar month in which such transfer is deemed to occur
pursuant to Section 6.2(g) without regard to the actual price paid by such
transferee.

            (b) The Partnership shall elect to deduct expenses incurred in
organizing the Partnership ratably over a sixty-month period as provided in
Section 709 of the Code.

            (c) Except as otherwise provided herein, the General Partner shall
determine whether the Partnership should make any other elections permitted by
the Code.

Section 9.3. Tax Controversies.

      Subject to the provisions hereof, the General Partner is designated as the
Tax Matters Partner (as defined in 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
resulting administrative and judicial proceedings, and to expend Partnership
funds for professional services and costs associated therewith. Each Partner
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.

Section 9.4. Withholding.

      Notwithstanding any other provision of this Agreement, the General Partner
is authorized to take any action that it determines in its discretion to be
necessary or appropriate to cause the Partnership 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,


                                      -80-
<PAGE>

1445 and 1446 of the Code. To the extent that the Partnership is required or
elects 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 may at the discretion of the General Partner be treated by the
Partnership as a distribution of cash pursuant to Section 6.3 in the amount of
such withholding from such Partner.

                                   ARTICLE X.
                              ADMISSION OF PARTNERS

Section 10.1. Admission of Initial Limited Partners.

      Upon the issuance by the Partnership of Common Units, Subordinated Units
and Incentive Distribution Rights to Williams Natural Gas Liquids, Inc.,
Williams Energy Services and the Underwriters as described in Section 5.3 in
connection with the Initial Offering and the execution by each party of a
Transfer Application, the General Partner shall admit such parties to the
Partnership as Initial Limited Partners in respect of the Common Units purchased
by them.

Section 10.2. Admission of Substituted Limited Partner.

      By transfer of a Limited Partner Interest in accordance with Article IV,
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
representing a Limited Partner Interest shall, however, only have the authority
to convey to a purchaser or other transferee who does not execute and deliver a
Transfer Application (a) the right to negotiate such Certificate to a purchaser
or other transferee and (b) 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 Limited Partner Interests. Each transferee of a
Limited Partner Interest (including any nominee holder or an agent acquiring
such Limited Partner Interest 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 Limited Partner Interests so transferred to
such Person. Such Assignee shall become a Substituted Limited Partner (x) at
such time as the General Partner consents thereto, which consent may be given or
withheld in the General Partner's discretion, and (y) 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 liquidating distributions, of the Partnership. With
respect to voting rights attributable to Limited Partner Interests 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
Limited Partner Interests on any matter, vote such Limited Partner Interests at
the written direction of the Assignee who is the Record Holder of such Limited
Partner Interests. If no such written direction is received, such Limited
Partner Interests will not be voted. An Assignee shall have no other rights of a
Limited Partner.


                                      -81-
<PAGE>

Section 10.3. Admission of Successor General Partner.

      A successor General Partner approved pursuant to Section 11.1 or 11.2 or
the transferee of or successor to all of the General Partner Interest pursuant
to Section 4.6 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 predecessor or
transferring General Partner pursuant to Section 11.1 or 11.2 or the transfer of
the General Partner Interest pursuant to Section 4.6; provided, however, that no
such successor shall be admitted to the Partnership until compliance with the
terms of Section 4.6 has occurred and such successor has executed and delivered
such other documents or instruments as may be required to effect such admission.
Any such successor shall, subject to the terms hereof, carry on the business of
the members of the Partnership Group without dissolution.

Section 10.4. 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 the power of
attorney granted in Section 2.6, and (ii) 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 10.4,
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 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 as such in the books and records of the Partnership, following the
consent of the General. Partner to such admission.

Section 10.5. 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 to reflect such admission and, if
necessary, to prepare as soon as practicable an amendment to this Agreement and,
if required by law, the General Partner shall prepare and file an amendment to
the Certificate of Limited Partnership, and the General Partner may for this
purpose, among others, exercise the power of attorney granted pursuant to
Section 2.6.

                                   ARTICLE XI.
                        WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1. 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");


                                      -82-
<PAGE>

            (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 4.6;

            (iii) The General Partner is removed pursuant to Section 11.2;

            (iv) The General Partner (A) makes a general assignment for the
      benefit of creditors; (B) files a voluntary bankruptcy petition for relief
      under Chapter 7 of the United States Bankruptcy Code; (C) files a petition
      or answer seeking for itself a liquidation, dissolution or similar relief
      (but not a reorganization) 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 Section 11.1(a)(iv); or (E) seeks,
      consents to or acquiesces in the appointment of a trustee (but not a
      debtor-in-possession), receiver or liquidator of the General Partner or of
      all or any substantial part of its properties;

            (v) A final and non-appealable order of relief under Chapter 7 of
      the United States Bankruptcy Code is entered by a court with appropriate
      jurisdiction pursuant to a voluntary or involuntary petition by or against
      the General Partner; or

            (vi) (A) in the event the General Partner is a corporation, 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; (B) in the event the General
      Partner is a partnership or a limited liability company, the dissolution
      and commencement of winding up of the General Partner; (C) in the event
      the General Partner is acting in such capacity by virtue of being a
      trustee of a trust, the termination of the trust; (D) in the event the
      General Partner is a natural person, his death or adjudication of
      incompetency; and (E) otherwise in the event of the termination of the
      General Partner.

      If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or
(vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give
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 11.1 shall result in the withdrawal of the General Partner from the
Partnership.

            (b) Withdrawal of the General Partner from the Partnership upon the
occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) at any time during the period
beginning on the Closing Date and ending at 12:00 midnight, Eastern Standard
Time, on December 31, 2010, 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 Unitholders holding at least a majority of the
Outstanding Common Units (excluding Common Units held by the General Partner and
its Affiliates) and the General Partner delivers to the Partnership an Opinion
of Counsel ("Withdrawal Opinion of Counsel") that such withdrawal


                                      -83-
<PAGE>

(following the selection of the successor General Partner) would not result in
the loss of the limited liability of any Limited Partner or of a limited partner
of the Operating Partnership or cause the Partnership or the Operating
Partnership to be treated as an association taxable as a corporation or
otherwise to be taxed as an entity for federal income tax purposes (to the
extent not previously treated as such); (ii) at any time after 12:00 midnight,
Eastern Standard Time, on December 31, 2010, the General Partner voluntarily
withdraws by giving at least 90 days' advance notice to the Unitholders, such
withdrawal to take effect on the date specified in such notice; (iii) at any
time that the General Partner ceases to be the General Partner pursuant to
Section 11.1(a)(ii) or is removed pursuant to Section 11.2; 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 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 general partner or managing member, as the case may be, of the other Group
Members. If the General Partner gives a notice of withdrawal pursuant to Section
11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of
such withdrawal, elect a successor General Partner. The Person so elected as
successor General Partner shall automatically become the successor general
partner or managing member, as the case may be, of the other Group Members of
which the General Partner is a general partner or a managing member. If, prior
to the effective date of the General Partner's withdrawal, a successor is not
selected by the Unitholders as provided herein or the Partnership does not
receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in
accordance with Section 12.1. Any successor General Partner elected in
accordance with the terms of this Section 11.1 shall be subject to the
provisions of Section 10.3.

Section 11.2. Removal of the General Partner.

      The General Partner may be removed if such removal is approved by the
Unitholders holding at least 66 2/3% of the Outstanding Units (including Units
held by the General Partner and its Affiliates). Any such action by such holders
for removal of the General Partner must also provide for the election of a
successor General Partner by the Unitholders holding a Unit Majority (including
Units held by the General Partner and its Affiliates). Such removal shall be
effective immediately following the admission of a successor General Partner
pursuant to Section 10.3. The removal of the General Partner shall also
automatically constitute the removal of the General Partner as general partner
or managing member, as the case may be, of the other Group Members of which the
General Partner is a general partner or a managing member. If a Person is
elected as a successor General Partner in accordance with the terms of this
Section 11.2, such Person shall, upon admission pursuant to Section 10.3,
automatically become a successor general partner or managing member, as the case
may be, of the other Group Members of which the General Partner is a general
partner or a managing member. The right of the holders of Outstanding Units to
remove the General Partner shall not exist or be exercised unless the
Partnership has received an opinion opining as to the matters covered by a
Withdrawal Opinion of Counsel. Any successor General Partner elected in
accordance with the terms of this Section 11.2 shall be subject to the
provisions of Section 10.3.


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<PAGE>

Section 11.3. 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 holders of Outstanding Units under
circumstances where Cause does not exist, if a successor General Partner is
elected in accordance with the terms of Section 11.1 or 11.2, the Departing
Partner shall have the option exercisable prior to the effective date of the
departure of such Departing Partner to require its successor to purchase its
General Partner Interest and its general partner interest (or equivalent
interest) in the other Group Members and all of its Incentive Distribution
Rights (collectively, the "Combined Interest") in exchange for an amount in cash
equal to the fair market value of such Combined Interest, such amount to be
determined and payable as of the effective date of its departure. If the General
Partner is removed by the Unitholders under circumstances where Cause exists or
if the General Partner withdraws under circumstances where such withdrawal
violates this Agreement and if a successor General Partner is elected in
accordance with the terms of Section 11.1 or 11.2, such successor shall have the
option, exercisable prior to the effective date of the departure of such
Departing Partner, to purchase the Combined Interest for such fair market value
of such Combined Interest. In either event, the Departing Partner shall be
entitled to receive all reimbursements due such Departing Partner pursuant to
Section 7.4, including any employee-related liabilities (including severance
liabilities), incurred in connection with the termination of any employees
employed by the General Partner for the benefit of the Partnership or the other
Group Members.

      For purposes of this Section 11.3(a), the fair market value of 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 third independent investment banking firm or other independent
expert shall determine the fair market value of the Combined Interest. In making
its determination, such third independent investment banking firm or other
independent expert may 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 Departing Partner and
other factors it may deem relevant.

            (b) If the Combined Interest is not purchased in the manner set
forth in Section 11.3(a), the Departing Partner (or its transferee) shall become
a Limited Partner and its Combined Interest shall be converted into Common Units
pursuant to a valuation made by an investment banking firm or other independent
expert selected pursuant to Section 11.3(a), without reduction in such
Partnership Interest (but subject to proportionate dilution by reason of the
admission of its successor). Any successor General Partner shall indemnify the
Departing Partner (or its transferee) as to all debts and liabilities of the
Partnership arising on or after the date on which the Departing Partner (or its
transferee) becomes a Limited Partner. For purposes


                                      -85-
<PAGE>

of this Agreement, conversion of the Combined Interest to Common Units will be
characterized as if the General Partner (or its transferee) contributed its
Combined Interest to the Partnership in exchange for the newly issued Common
Units.

            (c) If a successor General Partner is elected in accordance with the
terms of Section 11.1 or 11.2 and the option described in Section 11.3(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
Partnership cash in the amount equal to 2/98ths of the Net Agreed Value of the
Partnership's assets on such date. In such event, such successor General Partner
shall, subject to the following sentence, be entitled to 2% of all Partnership
allocations and distributions. The 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 2%.

Section 11.4. Termination of Subordination Period, Conversion of Subordinated
Units and Extinguishment of Cumulative Common Unit Arrearages.

      Notwithstanding any provision of this Agreement, if the General Partner is
removed as general partner of the Partnership under circumstances where Cause
does not exist and Units held by the General Partner and its Affiliates are not
voted in favor of such removal, (i) the Subordination Period will end and all
Outstanding Subordinated Units will immediately and automatically convert into
Common Units on a one-for-one basis and (ii) all Cumulative Common Unit
Arrearages on the Common Units will be extinguished.

Section 11.5. 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 Limited Partner
Interest becomes a Record Holder of the Limited Partner Interest so transferred,
such transferring Limited Partner shall cease to be a Limited Partner with
respect to the Limited Partner Interest so transferred.

                                  ARTICLE XII.
                           DISSOLUTION AND LIQUIDATION

Section 12.1. 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, if a successor General Partner
is elected pursuant to Section 11.1 or 11.2, the Partnership shall not be
dissolved and such successor General Partner shall continue the business of the
Partnership. The Partnership shall dissolve, and (subject to Section 12.2) its
affairs shall be wound up, upon:

            (a) an Event of Withdrawal of the General Partner as provided in
Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected
and an Opinion of Counsel is received as provided in Section 11.1(b) or 11.2 and
such successor is admitted to the Partnership pursuant to Section 10.3;


                                      -86-
<PAGE>

            (b) an election to dissolve the Partnership by the General Partner
that is approved by the holders of a Unit Majority and, if the General Partner
is then an Affiliate of The Williams Companies, Inc., a Delaware corporation,
after obtaining Special Approval;

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

            (d) the sale of all or substantially all of the assets and
properties of the Partnership Group.

Section 12.2. Continuation of the Business of the Partnership After Dissolution.

      Upon (a) dissolution of the Partnership following an Event of Withdrawal
caused by the withdrawal or removal of the General Partner as provided in
Section 11.1(a)(i) or (iii) and the failure of the Partners to select a
successor to such Departing Partner pursuant to Section 11.1 or 11.2, then
within 90 days thereafter, or (b) dissolution of the Partnership upon an event
constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or
(vi), then, to the maximum extent permitted by law, within 180 days thereafter,
the holders of a Unit Majority 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 the successor general partner a Person
approved by the holders of a Unit Majority. 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:

            (i) the reconstituted Partnership shall continue unless earlier
      dissolved in accordance with this Article XII;

            (ii) if the successor General Partner is not the former General
      Partner, then the interest of the former General Partner shall be treated
      in the manner provided in Section 11.3; and

            (iii) 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 2.6; provided, that the right of the holders of a Unit Majority 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 Partnership would be treated as an
      association taxable as a corporation or otherwise be taxable as an entity
      for federal income tax purposes upon the exercise of such right to
      continue.


                                      -87-
<PAGE>

Section 12.3. Liquidator.

      Upon dissolution of the Partnership, unless the Partnership is continued
under an election to reconstitute and continue the Partnership pursuant to
Section 12.2, the General Partner shall select one or more Persons to act as
Liquidator. The Liquidator (if other than the General Partner) shall be entitled
to receive such compensation for its services as may be approved by holders of
at least a majority of the Outstanding Common Units and Subordinated Units
voting as a single class. The Liquidator (if other than the General Partner)
shall agree not to resign at any time without 15 days' prior notice and may be
removed at any time, with or without cause, by notice of removal approved by
holders of at least a majority of the Outstanding Common Units and Subordinated
Units voting as a single class. 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 holders of at least a majority of the Outstanding
Common Units and Subordinated Units voting as a single class. 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 XII,
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 7.3(b)) to the extent necessary or desirable in the good
faith judgment of the Liquidator to carry out the duties and functions of the
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.

Section 12.4. Liquidation.

      The Liquidator shall proceed to dispose of the assets of the Partnership,
discharge its liabilities, and otherwise wind up its affairs in such manner and
over such period as the Liquidator determines to be in the best interest of the
Partners, subject to Section 17-804 of the Delaware Act and the following:

            (a) Disposition of Assets. The assets may be disposed of by public
or private sale or by distribution in kind to one or more Partners on such terms
as the Liquidator and such Partner or Partners may agree. If any property is
distributed in kind, the Partner receiving the property shall be deemed for
purposes of Section 12.4(c) to have received cash equal to its fair market
value; and contemporaneously therewith, appropriate cash distributions must be
made to the other Partners. The Liquidator may, in its absolute discretion,
defer liquidation or distribution of the Partnership's assets for a reasonable
time if it determines that an immediate sale or distribution of all or some of
the Partnership's assets would be impractical or would cause undue loss to the
Partners. The Liquidator may, in its absolute discretion, distribute the
Partnership's assets, in whole or in part, in kind if it determines that a sale
would be impractical or would cause undue loss to the Partners.

            (b) Discharge of Liabilities. Liabilities of the Partnership include
amounts owed to the Liquidator as compensation for serving in such capacity
(subject to the terms of


                                      -88-
<PAGE>

Section 12.3) and amounts to Partners otherwise than in respect of their
distribution rights under Article VI. With respect to any liability that is
contingent, conditional or unmatured or is otherwise not yet due and payable,
the Liquidator shall either settle such claim for such amount as it thinks
appropriate or establish a reserve of cash or other assets to provide for its
payment. When paid, any unused portion of the reserve shall be distributed as
additional liquidation proceeds.

                  (c) Liquidation Distributions. All property and all cash in
excess of that required to discharge liabilities as provided in Section 12.4(b)
shall be distributed to the Partners in accordance with, and to the extent of,
the positive balances in their respective Capital Accounts, as determined after
taking into account all Capital Account adjustments (other than those made by
reason of distributions pursuant to this Section 12.4(c)) for the taxable year
of the Partnership during which the liquidation of the Partnership occurs (with
such date of occurrence being determined pursuant to Treasury Regulation Section
1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end of such
taxable year (or, if later, within 90 days after said date of such occurrence).

Section 12.5. Cancellation of Certificate of Limited Partnership.

      Upon the completion of the distribution of Partnership cash and property
as provided in Section 12.4 in connection with the liquidation of the
Partnership, 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.

Section 12.6. Return of Contributions.

      The General Partner shall not be personally liable for, and shall have no
obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited
Partners or Unitholders, or any portion thereof, it being expressly understood
that any such return shall be made solely from Partnership assets.

Section 12.7. Waiver of Partition.

      To the maximum extent permitted by law, each Partner hereby waives any
right to partition of the Partnership property.

Section 12.8. Capital Account Restoration.

      No Limited Partner shall have any obligation to restore any negative
balance in its Capital Account upon liquidation of the Partnership. The General
Partner shall be obligated to restore any negative balance in its Capital
Account upon liquidation of its interest in the Partnership by the end of the
taxable year of the Partnership during which such liquidation occurs, or, if
later, within 90 days after the date of such liquidation.

Section 12.9 Certain Prohibited Acts


                                      -89-
<PAGE>

      Without obtaining Special Approval, the General Partner shall not take any
action to cause the Partnership to (i) make or consent to a general assignment
for the benefit of the Partnership's creditors; (ii) file or consent to the
filing of any bankruptcy, insolvency or reorganization petition for relief under
the United States Bankruptcy Code naming the Partnership or otherwise seek, with
respect to the Partnership, relief from debts or protection from creditors
generally; (iii) file or consent to the filing of a petition or answer seeking
for the Partnership a liquidation, dissolution, arrangement or similar relief
under any law; (iv) file an answer or other pleading admitting or failing to
contest the material allegations of a petition filed against the Partnership in
a proceeding of the type described in clauses (i) - (iii) of this Section 12.9;
(v) seek, consent to or acquiesce in the appointment of a receiver, liquidator,
conservator, assignee, trustee, sequestrator, custodian or any similar official
for the Partnership or for all or any substantial portion of its properties;
(vi) sell all or substantially all of its assets, except in accordance with
Section 7.3(b); (vii) dissolve or liquidate, except in accordance with Article
XII; or (viii) merge or consolidate, except in accordance with Article XIV.

                                  ARTICLE XIII.
            AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1. Amendment to be Adopted Solely by the General Partner.

      Each Partner agrees that the General Partner, without the approval of any
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
necessary or advisable to qualify or continue the 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 to ensure that
the Partnership and the Operating Partnership will not be treated as an
association taxable as a corporation or otherwise taxed as an entity for federal
income tax purposes;

            (d) a change that, in the discretion of the General Partner, (i)
does not adversely affect the Limited Partners (including any particular class
of Partnership Interests as compared to other classes of Partnership Interests)
in any material respect, (ii) is necessary or advisable to (A) satisfy any
requirements, conditions or guidelines contained in any opinion, directive,
order, ruling or regulation of any federal or state agency or judicial authority
or contained in any federal or state statute (including the Delaware Act) or (B)
facilitate the trading of the Limited Partner Interests (including the division
of any class or classes of Outstanding Limited Partner Interests into different
classes to facilitate uniformity of tax consequences within such classes of
Limited Partner Interests) or comply with any rule, regulation, guideline or
requirement of any National Securities Exchange on which the Limited Partner
Interests are or will be listed for trading,


                                      -90-
<PAGE>

compliance with any of which the General Partner determines in its discretion to
be in the best interests of the Partnership and the Limited Partners, (iii) is
necessary or advisable in connection with action taken by the General Partner
pursuant to Section 5.10 or (iv) is required to effect the intent expressed in
the Registration Statement or the intent of the provisions of this Agreement or
is otherwise contemplated by this Agreement;

            (e) a change in the fiscal year or taxable year of the Partnership
and any changes that, in the discretion of the General Partner, are necessary or
advisable as a result of a change in the fiscal year or taxable year of the
Partnership including, if the General Partner shall so determine, a change in
the definition of "Quarter" and the dates on which distributions are to be made
by the Partnership;

            (f) an amendment that is necessary, in the Opinion of Counsel, to
prevent the Partnership, or the General Partner or its directors, officers,
trustees or agents 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, regardless of whether such are
substantially similar to plan asset regulations currently applied or proposed by
the United States Department of Labor;

            (g) subject to the terms of Section 5.7, an amendment that, in the
discretion of the General Partner, is necessary or advisable in connection with
the authorization of issuance of any class or series of Partnership Securities
pursuant to Section 5.6;

            (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 14.3;

            (j) an amendment that, in the discretion of the General Partner, is
necessary or advisable to reflect, account for and deal with appropriately the
formation by the Partnership of, or investment by the Partnership in, any
corporation, partnership, joint venture, limited liability company or other
entity, in connection with the conduct by the Partnership of activities
permitted by the terms of Section 2.4;

            (k) a merger or conveyance pursuant to Section 14.3(d); or

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

Section 13.2. Amendment Procedures.

      Except as provided in Sections 13.1 and 13.3, all amendments to this
Agreement shall be made in accordance with the following requirements.
Amendments to this Agreement may be proposed only by or with the consent of the
General Partner which consent may be given or withheld in its sole discretion. A
proposed amendment shall be effective upon its approval by the holders of a Unit
Majority, unless a greater or different percentage is required under this
Agreement or by Delaware law. Each proposed amendment that requires the approval
of the


                                      -91-
<PAGE>

holders of a specified percentage of Outstanding Units shall be set forth in a
writing that contains the text of the proposed amendment. If such an amendment
is proposed, the General Partner shall seek the written approval of the
requisite percentage of Outstanding Units or call a meeting of the Unitholders
to consider and vote on such proposed amendment. The General Partner shall
notify all Record Holders upon final adoption of any such proposed amendments.

Section 13.3. Amendment Requirements.

            (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no
provision of this Agreement that establishes a percentage of Outstanding Units
(including Units deemed owned by the General Partner) 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 percentage unless such
amendment is approved by the written consent or the affirmative vote of holders
of Outstanding Units whose aggregate Outstanding Units constitute not less than
the voting requirement sought to be reduced.

            (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no
amendment to this Agreement may (i) enlarge the obligations of any Limited
Partner without its consent, unless such shall be deemed to have occurred as a
result of an amendment approved pursuant to Section 13.3(c), (ii) enlarge the
obligations of, restrict in any way any action by or rights of, or reduce in any
way the amounts distributable, reimbursable or otherwise payable to, the General
Partner or any of its Affiliates without its consent, which consent may be given
or withheld in its sole discretion, (iii) change Section 12.1(b), or (iv) change
the term of the Partnership or, except as set forth in Section 12.1(b), give any
Person the right to dissolve the Partnership.

            (c) Except as provided in Section 14.3, and except as otherwise
provided, and without limitation of the General Partner's authority to adopt
amendments to this Agreement without the approval of any Partners or Assignees
as contemplated in Section 13.1, any amendment that would have a material
adverse effect on the rights or preferences of any class of Partnership
Interests in relation to other classes of Partnership Interests must be approved
by the holders of not less than a majority of the Outstanding Partnership
Interests of the class affected.

            (d) Notwithstanding any other provision of this Agreement, except
for amendments pursuant to Section 13.1 and except as otherwise provided by
Section 14.3(b), no amendments shall become effective without the approval of
the holders of at least 90% of the Outstanding Common Units and Subordinated
Units voting as a single class unless the Partnership obtains an Opinion of
Counsel to the effect that such amendment will not affect the limited liability
of any Limited Partner under applicable law.

            (e) Notwithstanding the provisions of Sections 13.1 and 13.2, no
amendment of (i) the definitions of "Conflicts Committee," (ii) Section 2.9,
(iii) Section 4.6, (iv) Section 7.3(b), (v) Section 7.9(a), (vi) Section
12.1(b); (vii) Section 12.9; (viii) Section 14.2, or (ix) any other provision of
this Agreement requiring that Special Approval be obtained as a condition to any
action, shall be effective without first obtaining Special Approval.


                                      -92-
<PAGE>

            (f) Except as provided in Section 13.1, this Section 13.3 shall be
amended only with the approval of the holders of at least 90% of the Outstanding
Units and, in the case of Section 13.3(e), only after obtaining Special
Approval.

Section 13.4. Special Meetings.

      All acts of Limited Partners to be taken pursuant to this Agreement shall
be taken in the manner provided in this Article XIII. Special meetings of the
Limited Partners may be called by the General Partner or by Limited Partners
owning 20% or more of the Outstanding Limited Partner Interests of the class or
classes for which a meeting is proposed. Limited Partners shall call a special
meeting by delivering to the General Partner one or more requests in writing
stating that the signing Limited Partners wish to call a special meeting and
indicating the general or specific purposes for which the special meeting is to
be called. 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 less than 10 days nor 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.

Section 13.5. Notice of a Meeting.

      Notice of a meeting called pursuant to Section 13.4 shall be given to the
Record Holders of the class or classes of Limited Partner Interests for which a
meeting is proposed in writing by mail or other means of written communication
in accordance with Section 16.1. 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.

Section 13.6. 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 13.11 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 Limited Partner
Interests 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.

Section 13.7. 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


                                      -93-
<PAGE>

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 XIII.

Section 13.8. 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 it had occurred 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, Limited Partners
representing such quorum who were present in person or by proxy and entitled to
vote, sign 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 does not approve, at
the beginning of the meeting, of 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, if
the disapproval is expressly made at the meeting

Section 13.9. Quorum.

      The holders of a majority of the Outstanding Limited Partner Interests of
the class or classes for which a meeting has been called (including Limited
Partner Interests deemed owned by the General Partner) represented in person or
by proxy shall constitute a quorum at a meeting of Limited Partners of such
class or classes unless any such action by the Limited Partners requires
approval by holders of a greater percentage of such Limited Partner Interests,
in which case the quorum shall be such greater percentage. 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 Limited
Partner Interests that in the aggregate represent a majority of the Outstanding
Limited Partner Interests 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 Limited Partner Interests 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 Limited Partner Interests specified in this Agreement (including
Limited Partner Interests deemed owned by the General Partner). In the absence
of a quorum any meeting of Limited Partners may be adjourned from time to time
by the affirmative vote of holders of at least a majority of the Outstanding
Limited Partner Interests entitled to vote at such meeting (including Limited
Partner Interests deemed owned by the General Partner) represented either in
person or by proxy, but no other business may be transacted, except as provided
in Section 13.7.


                                      -94-
<PAGE>

Section 13.10. Conduct of a 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 the determination of Persons entitled to vote,
the existence of a quorum, the satisfaction of the requirements of Section 13.4,
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. 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 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.

Section 13.11. Action Without a Meeting.

      If authorized by the General Partner, 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 owning
not less than the minimum percentage of the Outstanding Limited Partner
Interests (including Limited Partner Interests deemed owned by the General
Partner) that would be necessary to authorize or take such action at a meeting
at which all the Limited Partners were present and voted (unless such provision
conflicts with any rule, regulation, guideline or requirement of any National
Securities Exchange on which the Limited Partner Interests are listed for
trading, in which case the rule, regulation, guideline or requirement of such
exchange shall govern). 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 Limited Partner Interests held by the
Limited Partners the Partnership shall be deemed to have failed to receive a
ballot for the Limited Partner Interests 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, and (ii) are otherwise
permissible under the state statutes then governing the rights, duties and
liabilities of the Partnership and the Partners.


                                      -95-
<PAGE>

Section 13.12. Voting and Other Rights.

            (a) Only those Record Holders of the Limited Partner Interests on
the Record Date set pursuant to Section 13.6 (and also subject to the
limitations contained in the definition of "Outstanding") 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 the holders of the Outstanding Limited Partner Interests
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 Outstanding Limited Partner Interests
shall be deemed to be references to the votes or acts of the Record Holders of
such Outstanding Limited Partner Interests.

            (b) With respect to Limited Partner Interests 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 Limited Partner Interests are registered, such other Person shall, in
exercising the voting rights in respect of such Limited Partner Interests on any
matter, and unless the arrangement between such Persons provides otherwise, vote
such Limited Partner Interests 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 13.12(b)
(as well as all other provisions of this Agreement) are subject to the
provisions of Section 4.3.

                                  ARTICLE XIV.
                                     MERGER

Section 14.1. Authority.

      The Partnership may merge or consolidate with one or more corporations,
limited liability companies, business trusts or associations, real estate
investment trusts, common law trusts or unincorporated businesses, including 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 XIV.

Section 14.2. Procedure for Merger or Consolidation.

      Merger or consolidation of the Partnership pursuant to this Article XIV
requires the prior approval of the General Partner, including Special Approval
from the Conflicts Committee. If the General Partner shall determine, in the
exercise of its discretion, to consent to the merger or consolidation and if
Special Approval has been obtained, 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 jurisdiction of formation or organization of the
business entity that is to survive the proposed merger or consolidation (the
"Surviving Business Entity");

            (c) The terms and conditions of the proposed merger or
consolidation;


                                      -96-
<PAGE>

            (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 partner interests, rights, securities or obligations of the
Surviving Business Entity; and (i) if any general or limited partner 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 partner
interests, rights, securities or obligations of the Surviving Business Entity,
the cash, property or general or limited partner 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 partner interests, securities or rights are to receive in exchange for,
or upon conversion of their general or limited partner interests, 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
partner interests, rights, securities or obligations of the Surviving Business
Entity or any general or 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 changes in the constituent documents or the
adoption of new constituent documents (the articles or certificate of
incorporation, articles of trust, declaration of trust, certificate or agreement
of limited partnership, operating agreement or other similar charter or
governing document) 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 14.4 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, the effective time 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.

Section 14.3. Approval by Limited Partners of Merger or Consolidation.

            (a) Except as provided in Section 14.3(d), the General Partner, upon
its approval of the Merger Agreement, shall direct that the Merger Agreement be
submitted to a vote of Limited Partners, whether at a special meeting or by
written consent, in either case in accordance with the requirements of Article
VII. A copy or a summary of the Merger Agreement shall be included in or
enclosed with the notice of a special meeting or the written consent.

            (b) Except as provided in Section 14.3(d), the Merger Agreement
shall be approved upon receiving the affirmative vote or consent of the holders
of a Unit Majority unless the Merger Agreement contains any provision that, if
contained in an amendment to this Agreement, the provisions of this Agreement or
the Delaware Act would require for its approval the vote or consent of a greater
percentage of the Outstanding Limited Partner Interests or of any class of
Limited Partners, in which case such greater percentage vote or consent shall be
required for approval of the Merger Agreement.


                                      -97-
<PAGE>

            (c) Except as provided in Section 14.3(d), 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 14.4, the merger or consolidation
may be abandoned pursuant to provisions therefor, if any, set forth in the
Merger Agreement.

            (d) Notwithstanding anything else contained in this Article XIV or
in this Agreement, the General Partner is permitted, in its discretion, without
Limited Partner approval, to merge the Partnership or any Group Member into, or
convey all of the Partnership's assets to, another limited liability entity
which shall be newly formed and shall have no assets, liabilities or operations
at the time of such Merger other than those it receives from the Partnership or
other Group Member if (i) the General Partner has received an Opinion of Counsel
that the merger or conveyance, as the case may be, would not result in the loss
of the limited liability of any Limited Partner or any partner in the Operating
Partnership or cause the Partnership or the Operating Partnership to be treated
as an association taxable as a corporation or otherwise to be taxed as an entity
for federal income tax purposes (to the extent not previously treated as such),
(ii) the sole purpose of such merger or conveyance is to effect a mere change in
the legal form of the Partnership into another limited liability entity and
(iii) the governing instruments of the new entity provide the Limited Partners
and the General Partner with the same rights and obligations as are herein
contained.

Section 14.4. Certificate of Merger.

      Upon the required approval by the General Partner and the Unitholders 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.

Section 14.5. Effect of Merger.

            (a) At the effective time 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 those 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 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 is not in
      any way impaired because of the merger or consolidation;

            (iii) all rights of creditors and all liens on or security interests
      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.


                                      -98-
<PAGE>

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

                                   ARTICLE XV.
                   RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1. Right to Acquire Limited Partner Interests.

            (a) Notwithstanding any other provision of this Agreement, if at any
time not more than 20% of the total Limited Partner Interests of any class then
Outstanding is 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 in whole or in part to the Partnership or any Affiliate of
the General Partner, exercisable in its sole discretion, to purchase all, but
not less than all, of such Limited Partner Interests of such class then
Outstanding held by Persons other than the General Partner and its Affiliates,
at the greater of (x) the Current Market Price as of the date three days prior
to the date that the notice described in Section 15 is mailed and (y) the
highest price paid by the General Partner or any of its Affiliates for any such
Limited Partner Interest of such class purchased during the 90-day period
preceding the date that the notice described in Section 15.1(b) is mailed. As
used in this Agreement, (i) "Current Market Price" as of any date of any class
of Limited Partner Interests listed or admitted to trading on any National
Securities Exchange means the average of the daily Closing Prices (as
hereinafter defined) per limited partner interest of such class for the 20
consecutive Trading Days (as hereinafter defined) immediately prior to 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 for trading on the principal National
Securities Exchange on which such Limited Partner Interests of such class are
listed or admitted to trading or, if such Limited Partner Interests of such
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 Stock Market or any other system then in use, or, if on any such
day such Limited Partner Interests of such class are not quoted by any such
organization, the average of the closing bid and asked prices on such day as
furnished by a professional market maker making a market in such Limited Partner
Interests of such class selected by the General Partner, or if on any such day
no market maker is making a market in such Limited Partner Interests of such
class, the fair value of such Limited Partner Interests on such day as
determined reasonably and in good faith by the General Partner; and (iii)
"Trading Day" means a day on which the principal National Securities Exchange on
which such Limited Partner Interests of any class are listed or admitted to
trading is open for the transaction of business or, if Limited Partner Interests
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.

            (b) If the General Partner, any Affiliate of the General Partner or
the Partnership elects to exercise the right to purchase Limited Partner
Interests granted pursuant to Section 15.1(a), the General Partner shall deliver
to the Transfer Agent notice of such election to purchase (the "Notice of
Election to Purchase") and shall cause the Transfer Agent to mail a


                                      -99-
<PAGE>

copy of such Notice of Election to Purchase to the Record Holders of Limited
Partner Interests of such class (as of a Record Date selected by the General
Partner) at least 10, but not more than 60, days prior to the Purchase Date.
Such Notice of Election to Purchase shall also be published for a period of at
least three consecutive days in at least two 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 15.1(a)) at
which Limited Partner Interests will be purchased and state that the General
Partner, its Affiliate or the Partnership, as the case may be, elects to
purchase such Limited Partner Interests, upon surrender of Certificates
representing such Limited Partner interests 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 Limited
Partner Interests are listed or admitted to trading. Any such Notice of Election
to Purchase mailed to a Record Holder of Limited Partner Interests at his
address as reflected in the records of the Transfer Agent shall be conclusively
presumed to have been given regardless of whether 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 such
Limited Partner Interests to be purchased in accordance with this Section 15.1.
If the Notice of Election to Purchase shall have been duly given as aforesaid at
least 10 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 Limited Partner Interests subject to purchase as
provided herein, then from and after the Purchase Date, notwithstanding that any
Certificate shall not have been surrendered for purchase, all rights of the
holders of such Limited Partner Interests (including any rights pursuant to
Articles IV, V, VI, and XII) shall thereupon cease, except the right to receive
the purchase price (determined in accordance with Section 15.1(a)) for Limited
Partner Interests therefor, without interest, upon surrender to the Transfer
Agent of the Certificates representing such Limited Partner Interests, and such
Limited Partner Interests 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 Limited Partner Interests from and
after the Purchase Date and shall have all rights as the owner of such Limited
Partner Interests (including all rights as owner of such Limited Partner
Interests pursuant to Articles IV, V, VI and XII).

            (c) At any time from and after the Purchase Date, a holder of an
Outstanding Limited Partner Interest subject to purchase as provided in this
Section 15.1 may surrender his Certificate evidencing such Limited Partner
Interest to the Transfer Agent in exchange for payment of the amount described
in Section 15.1(a), therefor, without interest thereon.

                                  ARTICLE XVI.
                               GENERAL PROVISIONS

Section 16.1. Addresses and Notices.

            Any notice, demand, request, report or proxy materials 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


                                     -100-
<PAGE>

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 Partnership Securities 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 Partnership Securities by reason of any assignment or
otherwise. An affidavit or certificate of making of any notice, payment or
report in accordance with the provisions of this Section 16.1 executed by the
General Partner, the Transfer Agent or the mailing organization shall be prima
facie evidence of the giving or making 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 Postal Service 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 2.3. 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.

Section 16.2. 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.

Section 16.3. 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.

Section 16.4. 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.

Section 16.5. Creditors.

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


                                     -101-
<PAGE>

Section 16.6. 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 waiver of any
such breach of any other covenant, duty, agreement or condition.

Section 16.7. 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
accepting the certificate evidencing such Unit or executing and delivering a
Transfer Application as herein described, independently of the signature of any
other party.

Section 16.8. 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.

Section 16.9. 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.

Section 16.10. Consent of Partners.

      Each Partner hereby expressly consents and agrees that, whenever in this
Agreement it is specified that an action may be taken upon the affirmative vote
or consent of less than all of the Partners, such action may be so taken upon
the concurrence of less than all of the Partners and each Partner shall be bound
by the results of such action.

Section 16.11. Amendments to Reflect GP Reorganization Agreement.

      In addition to the amendments to this Agreement contained in the GP
Reorganization Agreement and notwithstanding any other provision of this
Agreement to the contrary, this Agreement shall be deemed to be further amended
and modified to the extent necessary, but only to the extent necessary, to carry
out the purposes and intent of the GP Reorganization Agreement.

                     [Rest of Page Intentionally Left Blank]


                                     -102-
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above:

                                        GENERAL PARTNER:


                                        WILLIAMS GP LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                        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.


                                        WILLIAMS GP LLC

                                        By:
                                           -------------------------------------
                                        Name:
                                             -----------------------------------
                                        Title:
                                              ----------------------------------


                                     -103-
<PAGE>

                                    EXHIBIT A
                            TO THE SECOND AMENDED AND
                  RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
                          WILLIAMS ENERGY PARTNERS L.P.
                       CERTIFICATE EVIDENCING COMMON UNITS
                    REPRESENTING LIMITED PARTNER INTERESTS IN
                          WILLIAMS ENERGY PARTNERS L.P.

No. __________                                           __________ Common Units

      In accordance with Section 4.1 of the Second Amended and Restated
Agreement of Limited Partnership of Williams Energy Partners L.P., as amended,
supplemented or restated from time to time (the "Partnership Agreement"),
Williams Energy Partners L.P., a Delaware limited partnership (the
"Partnership"), hereby certifies that (the "Holder") is the registered owner of
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 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 One Williams Center, Tulsa, Oklahoma 74172. 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 (i) requested
admission as, and agreed to become, a Limited Partner and to have agreed to
comply with and be bound by and to have executed the Partnership Agreement, (ii)
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, (iii) granted the powers of attorney provided for in the Partnership
Agreement and (iv) made the waivers and given the consents and approvals
contained in the Partnership Agreement.

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

Dated:_______________                   WILLIAMS ENERGY PARTNERS L.P.

Countersigned and Registered by:        By: Williams GP LLC, its General Partner


                                        By:
                                           -------------------------------------
as Transfer Agent and Registrar         Name:
                                             -----------------------------------


By:                                     By:
   -----------------------------           -------------------------------------
      Authorized Signature                         Secretary


                                     -104-
<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 common               UNIF GIFT/TRANSFERS MIN ACT
TEN ENT - as tenants by the entireties       __________ Custodian _________
                                             (Cust)                (Minor)
JT TEN -  as joint tenants with right of     under Uniform Gifts/Transfers to CD
          survivorship and not as            Minors Act (State)
          tenants in common

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

                           ASSIGNMENT OF COMMON UNITS
                                       IN
                          WILLIAMS ENERGY PARTNERS L.P.
              IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
           DUE TO TAX SHELTER STATUS OF WILLIAMS ENERGY PARTNERS L.P.

      You have acquired an interest in Williams Energy Partners L.P., One
Williams Center, Tulsa, Oklahoma 74172, whose taxpayer identification number is
73-1599053. The Internal Revenue Service has issued Williams Energy Partners
L.P. the following tax shelter registration number:

      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 WILLIAMS ENERGY PARTNERS L.P.

      You must report the registration number as well as the name and taxpayer
identification number of Williams Energy Partners L.P. on 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 WILLIAMS
ENERGY PARTNERS L.P.

      If you transfer your interest in Williams 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 Williams Energy Partners L.P. If you do not
want to keep such a list, you must (1) send the information specified above to
the Partnership, which 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 Code of 1986, as amended, unless such failure is shown to be due to
reasonable cause.


                                     -105-
<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         (Please insert Social Security or other
and address of Assignee)                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 Williams 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.


SIGNATURE(S) MUST BE                         (Signature)
GUARANTEED BY A MEMBER
FIRM OF THE NATIONAL
ASSOCIATION OF
SECURITIES DEALERS, INC.                     (Signature)
OR BY A COMMERCIAL BANK
OR TRUST COMPANY
SIGNATURE(S) GUARANTEED

      No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to
be transferred is surrendered for registration or transfer and an Application
for Transfer of Common Units 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.


                                     -106-
<PAGE>

                    APPLICATION FOR TRANSFER OF COMMON UNITS

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

      The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Amended and
Restated Agreement of Limited Partnership of Williams Energy Partners L.P. (the
"Partnership"), as amended, supplemented or restated to the date hereof (the
"Partnership Agreement"), (b) represents and warrants that the Assignee has all
right, power and authority and, if an individual, the capacity necessary to
enter into the Partnership Agreement, (c) appoints the General Partner of the
Partnership and, if a Liquidator shall be appointed, the Liquidator of the
Partnership as the Assignee's attorney-in-fact 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
Assignee'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, and (e) makes the waivers and gives the consents and
approvals contained in the Partnership Agreement. Capitalized terms not defined
herein have the meanings assigned to such terms in the Partnership Agreement.

Date:
     -----------------

Social Security or other identifying number of          Signature of Assignee
                Assignee

Purchase Price including commissions, if any        Name and Address of Assignee

Type of Entity (check one):

      |_|  Individual            |_|   Partnership         |_|   Corporation

      |_|  Trust                 |_|   Other (specify)

Nationality (check one):

      |_|  U.S. Citizen, Resident or Domestic Entity

      |_|  Foreign Corporation   |_|      Non-resident Alien

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

      Under Section 1445(e) 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 interestholder's interest in it, the undersigned hereby
certifies the following (or, if applicable, certifies the following on behalf of
the interestholder).


                                     -107-
<PAGE>

Complete Either A or B:

A.    Individual Interestholder

      1.    I am not a non-resident alien for purposes of U.S. income taxation.

      2.    My U.S. taxpayer identification number (Social Security Number) is
            __________.

      3.    My home address is ___________.

B.    Partnership, Corporation or Other Interestholder

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

      2.    The interestholder's U.S. employer identification number is
            ___________.

      3.    The interestholder's office address and place of incorporation (if
            applicable) is ___________.

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

      The interestholder 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 Interestholder

                        --------------------------------
                               Signature and Date

                        --------------------------------
                              Title (if applicable)

      Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding 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 Assignee 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 Assignee will hold the Common Units
shall be made to the best of the Assignee's knowledge.


                                     -108-